##### Table of Contents





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



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

For the fiscal year ended 31 December 2010

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                  
|                                                                                       | 
|Floating Rate Notes due 2014                                                           |  | New York Stock Exchange                  
|                                                                                       | 
|9.750% Notes due 2015                                                                  |  | New York Stock Exchange                  
|                                                                                       | 
|2.875% Notes due 2016                                                                  |  | New York Stock Exchange                  
|                                                                                       | 
|4.375% Notes due 2021                                                                  |  | 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.

1,605,183,954 ordinary shares

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

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.xYes ̈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).* ̈YesxNo



|* | This requirement does not apply to the registrant until its fiscal year ending 31 December 2011.
|- | ------------------------------------------------------------------------------------------------

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
filerxAccelerated
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 issuedby the International Accounting Standards Boardx |  |  | 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). ̈YesxNo

(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









---

##### Table of Contents

TABLE OF CONTENTS



|                                         |  |                                                                                |     |      |     | 
|---------------------------------------- |  | ------------------------------------------------------------------------------ | --- | ---- | --- | 
|                                         |  |                                                                                |     | Page |    
|GENERAL INFORMATION                      |  |                                                                                | iii |     
|PRESENTATION OF FINANCIAL AND OTHER DATA |  |                                                                                | iv  |     
|PRESENTATION OF MARKET INFORMATION       |  |                                                                                | v   |     
|FORWARD-LOOKING STATEMENTS               |  |                                                                                | vi  |     
|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                                                |     |      | 3   | 
|C.                                       |  | REASONS FOR THE OFFER AND USE OF PROCEEDS                                      |     |      | 3   | 
|D.                                       |  | RISK FACTORS                                                                   |     |      | 4   | 
|ITEM 4.                                  |  | INFORMATION ON THE COMPANY                                                     |     |      | 22  | 
|A.                                       |  | HISTORY AND DEVELOPMENT OF THE COMPANY                                         |     |      | 22  | 
|B.                                       |  | BUSINESS OVERVIEW                                                              |     |      | 26  | 
|1.                                       |  | STRENGTHS AND STRATEGY                                                         |     |      | 26  | 
|2.                                       |  | PRINCIPAL ACTIVITIES AND PRODUCTS                                              |     |      | 31  | 
|3.                                       |  | MAIN MARKETS                                                                   |     |      | 37  | 
|4.                                       |  | COMPETITION                                                                    |     |      | 37  | 
|5.                                       |  | WEATHER AND SEASONALITY                                                        |     |      | 38  | 
|6.                                       |  | BREWING PROCESS; RAW MATERIALS AND PACKAGING; PRODUCTION FACILITIES; LOGISTICS |     |      | 39  | 
|7.                                       |  | DISTRIBUTION OF PRODUCTS                                                       |     |      | 42  | 
|8.                                       |  | LICENSING                                                                      |     |      | 43  | 
|9.                                       |  | BRANDING AND MARKETING                                                         |     |      | 44  | 
|10.                                      |  | INTELLECTUAL PROPERTY; RESEARCH & DEVELOPMENT                                  |     |      | 45  | 
|11.                                      |  | REGULATIONS AFFECTING OUR BUSINESS                                             |     |      | 46  | 
|12.                                      |  | INSURANCE                                                                      |     |      | 48  | 
|13.                                      |  | SOCIAL AND COMMUNITY MATTERS                                                   |     |      | 48  | 
|C.                                       |  | ORGANIZATIONAL STRUCTURE                                                       |     |      | 50  | 
|D.                                       |  | PROPERTY, PLANTS AND EQUIPMENT                                                 |     |      | 50  | 
|ITEM 4A.                                 |  | UNRESOLVED STAFF COMMENTS                                                      |     |      | 51  | 
|ITEM 5.                                  |  | OPERATING AND FINANCIAL REVIEW                                                 |     |      | 52  | 
|A.                                       |  | KEY FACTORS AFFECTING RESULTS OF OPERATIONS                                    |     |      | 52  | 
|B.                                       |  | SIGNIFICANT ACCOUNTING POLICIES                                                |     |      | 58  | 
|C.                                       |  | BUSINESS ZONES                                                                 |     |      | 63  | 
|D.                                       |  | EQUITY INVESTMENTS                                                             |     |      | 64  | 
|E.                                       |  | RESULTS OF OPERATIONS                                                          |     |      | 64  | 
|F.                                       |  | IMPACT OF CHANGES IN FOREIGN EXCHANGE RATES                                    |     |      | 88  | 
|G.                                       |  | LIQUIDITY AND CAPITAL RESOURCES                                                |     |      | 89  | 
|H.                                       |  | CONTRACTUAL OBLIGATIONS AND CONTINGENCIES                                      |     |      | 102 | 
|I.                                       |  | OFF-BALANCE SHEET ARRANGEMENTS                                                 |     |      | 103 | 
|J.                                       |  | OUTLOOK AND TREND INFORMATION                                                  |     |      | 103 | 
|ITEM 6.                                  |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                     |     |      | 105 | 
|A.                                       |  | DIRECTORS AND SENIOR MANAGEMENT                                                |     |      | 105 | 
|B.                                       |  | COMPENSATION                                                                   |     |      | 115 | 
|C.                                       |  | BOARD PRACTICES                                                                |     |      | 132 | 
|D.                                       |  | EMPLOYEES                                                                      |     |      | 135 | 
|E.                                       |  | SHARE OWNERSHIP                                                                |     |      | 136 | 
|ITEM 7.                                  |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                              |     |      | 137 | 



i



---

##### Table of Contents

|                                                       |  |                                                                              |     |  |     | 
|------------------------------------------------------ |  | ---------------------------------------------------------------------------- | --- |  | --- | 
|A.                                                     |  | MAJOR SHAREHOLDERS                                                           |     |  | 137 | 
|B.                                                     |  | RELATED PARTY TRANSACTIONS                                                   |     |  | 139 | 
|ITEM 8.                                                |  | FINANCIAL INFORMATION                                                        |     |  | 144 | 
|A.                                                     |  | CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION            |     |  | 144 | 
|B.                                                     |  | SIGNIFICANT CHANGES                                                          |     |  | 154 | 
|ITEM 9.                                                |  | THE OFFER AND LISTING                                                        |     |  | 155 | 
|A.                                                     |  | THE OFFER AND LISTING                                                        |     |  | 155 | 
|B.                                                     |  | PLAN OF DISTRIBUTION                                                         |     |  | 156 | 
|C.                                                     |  | MARKETS                                                                      |     |  | 156 | 
|D.                                                     |  | SELLING SHAREHOLDERS                                                         |     |  | 157 | 
|E.                                                     |  | DILUTION                                                                     |     |  | 157 | 
|F.                                                     |  | EXPENSES OF THE ISSUE                                                        |     |  | 157 | 
|ITEM 10.                                               |  | ADDITIONAL INFORMATION                                                       |     |  | 158 | 
|A.                                                     |  | SHARE CAPITAL                                                                |     |  | 158 | 
|B.                                                     |  | MEMORANDUM AND ARTICLES OF ASSOCIATION AND OTHER SHARE INFORMATION           |     |  | 158 | 
|C.                                                     |  | MATERIAL CONTRACTS                                                           |     |  | 164 | 
|D.                                                     |  | EXCHANGE CONTROLS                                                            |     |  | 165 | 
|E.                                                     |  | TAXATION                                                                     |     |  | 165 | 
|F.                                                     |  | DIVIDENDS AND PAYING AGENTS                                                  |     |  | 170 | 
|G.                                                     |  | STATEMENT BY EXPERTS                                                         |     |  | 170 | 
|H.                                                     |  | DOCUMENTS ON DISPLAY                                                         |     |  | 170 | 
|I.                                                     |  | SUBSIDIARY INFORMATION                                                       |     |  | 171 | 
|ITEM 11.                                               |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |     |  | 172 | 
|ITEM 12.                                               |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |     |  | 174 | 
|A.                                                     |  | DEBT SECURITIES                                                              |     |  | 174 | 
|B.                                                     |  | WARRANTS AND RIGHTS                                                          |     |  | 174 | 
|C.                                                     |  | OTHER SECURITIES                                                             |     |  | 174 | 
|D.                                                     |  | AMERICAN DEPOSITARY SHARES                                                   |     |  | 174 | 
|ITEM 13.                                               |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              |     |  | 177 | 
|ITEM 14.                                               |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |     |  | 177 | 
|ITEM 15.                                               |  | CONTROLS AND PROCEDURES                                                      |     |  | 177 | 
|ITEM 16A.                                              |  | AUDIT COMMITTEE FINANCIAL EXPERT                                             |     |  | 178 | 
|ITEM 16B.                                              |  | CODE OF ETHICS                                                               |     |  | 178 | 
|ITEM 16C.                                              |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       |     |  | 178 | 
|ITEM 16D.                                              |  | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   |     |  | 179 | 
|ITEM 16E.                                              |  | PURCHASES OF EQUITY SECURITIES BY THE ISSUER                                 |     |  | 179 | 
|ITEM 16F.                                              |  | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT                                 |     |  | 180 | 
|ITEM 16G.                                              |  | CORPORATE GOVERNANCE                                                         |     |  | 180 | 
|ITEM 17.                                               |  | FINANCIAL STATEMENTS                                                         |     |  | 181 | 
|ITEM 18.                                               |  | FINANCIAL STATEMENTS                                                         |     |  | 181 | 
|ITEM 19.                                               |  | EXHIBITS                                                                     |     |  | 181 | 
|AB INBEV GROUP ACTUAL HISTORICAL FINANCIAL INFORMATION |  |                                                                              | F-1 | 



ii



---

##### Table of Contents

GENERAL INFORMATION

In this annual report on Form 20-F (Form 20-F) references to:



| |  |  | we, us and our are, as the context requires, to Anheuser-Busch InBev SA/NV or Anheuser-Busch InBev SA/NV and the
group of companies owned and/or controlled by Anheuser-Busch InBev SA/NV (including Anheuser-Busch Companies, Inc., for all periods following the closing of the acquisition of Anheuser-Busch by InBev on 18 November 2008);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | AB InBev Group are to Anheuser-Busch InBev SA/NV and the group of companies owned and/or controlled by Anheuser-Busch InBev SA/NV;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we, us and our or the AB InBev Group for periods prior to the closing of the Anheuser-Busch
acquisition are to InBev and/or the InBev Group, respectively, as existing prior to the closing of the Anheuser-Busch acquisition;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | InBev or the InBev Group are to InBev SA/NV or InBev SA/NV and the group of companies owned and/or controlled by
InBev SA/NV, as existing prior to the closing of the Anheuser-Busch acquisition;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Anheuser-Busch are to Anheuser-Busch Companies, Inc. and the group of companies owned and/or controlled by Anheuser-Busch
Companies, Inc., as the context requires; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | AmBev are to Companhia de Bebidas das AméricasAmBev, a Brazilian company listed on the New York Stock Exchange and on the
São Paulo Stock Exchange.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



iii



---

##### Table of Contents

PRESENTATION OF FINANCIAL AND OTHER DATA

We have prepared our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended
31 December 2010, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and in conformity with International Financial Reporting Standards as adopted by the European Union
(IFRS). The financial information and related discussion and analysis contained in this item are presented in U.S. dollars except as otherwise specified. Unless otherwise specified, the financial information analysis in this Form
20-F is based on our actual audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010.

Prior to 1 January 2009, we used the euro as our financial statements presentation currency. Effective 1 January 2009, we changed the presentation currency of our consolidated financial
statements from the euro to the U.S. dollar, reflecting the post-Anheuser-Busch acquisition profile of our revenue and cash flows, which are now primarily generated in U.S. dollars and U.S. dollar-linked currencies. We believe that this change
provides greater alignment of our presentation currency with our most significant operating currency and underlying financial performance. Unless otherwise specified, all financial information included in this Form 20-F has been stated in U.S.
dollars.

For financial periods ending after the date of consummation of the Anheuser-Busch acquisition on 18 November
2008, InBev and its subsidiaries and Anheuser-Busch and its subsidiaries have been consolidated into a common group. Therefore, our actual consolidated financial statements after the date of consummation of the Anheuser-Busch acquisition differ
materially from the actual historical financial statements of InBev prior to the consummation of the Anheuser-Busch acquisition presented in this Form 20-F.

Following the Anheuser-Busch acquisition and the resulting increased leverage, we completed a series of assets disposals in 2009 and have utilized certain of the proceeds from such disposals to repay
indebtedness incurred to finance the Anheuser-Busch acquisition. Accordingly, the financial information presented in this Form 20-F may not reflect the scope of our business as it will be conducted in the future.

All references in this Form 20-F to (i) euro or EUR are to the common currency of the European
Union, (ii) U.S. dollar, $, or USD are to the currency of the United States, (iii) CAD are to the currency of Canada, (iv) real or
reais are to the currency of Brazil, and (v) GBP (pounds sterling) are to the currency of the United Kingdom.

Unless otherwise specified, volumes, as used in this Form 20-F, include both beer and non-beer (primarily carbonated soft drinks) volumes. In addition, unless otherwise specified, our volumes include not
only brands that we own or license, but also third-party brands that we brew or otherwise produce as a subcontractor, and third-party products that we sell through our distribution network, particularly in Western Europe. Our volume figures in this
Form 20-F reflect 100% of the volumes of entities that we fully consolidate in our financial reporting and a proportionate share of the volumes of entities that we proportionately consolidate in our financial reporting, but do not include volumes of
our associates or non-consolidated entities. Our pro rata share of volumes in Grupo Modelo, S.A.B. de C.V. (Grupo Modelo) and Tsingtao Brewery Co., Ltd. (Tsingtao) (the latter of which we disposed
of in June 2009) are not included in the reported volumes.

Certain monetary amounts and other figures included in this Form
20-F have been subject to rounding adjustments. Accordingly, any discrepancies in any tables between the totals and the sums of amounts listed are due to rounding.



iv



---

##### Table of Contents

PRESENTATION OF MARKET INFORMATION

Market information (including market share, market position and industry data for our operating activities and those of our subsidiaries
or of companies acquired by us) or other statements presented in this Form 20-F regarding our position (or that of companies acquired by us) relative to our competitors largely reflect the best estimates of our management. These estimates are based
upon information obtained from customers, trade or business organizations and associations, other contacts within the industries in which we operate and, in some cases, upon published statistical data or information from independent third parties.
Except as otherwise stated, our market share data, as well as our managements assessment of our comparative competitive position, has been derived by comparing our sales figures for the relevant period to our managements estimates of our
competitors sales figures for such period, as well as upon published statistical data and information from independent third parties, and, in particular, the reports published and the information made available by, among others, the local
brewers associations and the national statistics bureaus in the various countries in which we sell our products. The principal sources generally used include Plato Logic Limited and AC Nielsen, as well as Beer Institute (for the United
States), the Brewers Association of Canada (for Canada), CCR (for Ecuador, Paraguay and Peru), CIES (for Bolivia), CAVEFACE (for Venezuela), AC Nielsen (for Argentina), FECU (for Chile), Belgian Brewers (for Belgium), MREB (for Montenegro), the
National Statistics Bureau (for China), the British Beer and Pub Association (for the United Kingdom), Deutscher Brauer-Bund (for Germany), Centraal Brouwerij KantoorCBK (for the Netherlands), Association des Brasseurs de France (for France),
Associazione degli Industriali della Birra e del Malto (for Italy), Fédération des Brasseurs Luxembourgeois (for Luxembourg), Ukrainian Brewers Association (for Ukraine), the Czech Beer and Malt Association (for the Czech
Republic), the MEMRB (for Romania), Union of Brewers in Bulgaria (UBB) (for Bulgaria), government statistics (for Cuba) and other local brewers associations. You should not rely on the market share and other market information presented herein
as precise measures of market share or of other actual conditions.



v



---

##### Table of Contents

FORWARD-LOOKING STATEMENTS

There are statements in this Form 20-F, such as statements that include the words or phrases will likely result,
are expected to, will continue, is anticipated, estimate, project, may or similar expressions that are forward-looking statements.
These statements are subject to certain risks and uncertainties. Actual results may differ materially from those suggested by these statements due to, among others, the risks or uncertainties listed below. See alsoItem 3. Key
InformationD. Risk Factors for further discussion of risks and uncertainties that could impact our business.

These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and
involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict, that may cause actual results or developments to differ materially from any future results or developments
expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others:



| |  |  | local, regional, national and international economic conditions, including the risks of a global recession or a recession in one or more of our key
markets, and the impact they may have on us and our customers and our assessment of that impact;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limitations on our ability to contain costs and expenses;
| | - |  | ---------------------------------------------------------



| |  |  | our expectations with respect to expansion, premium growth, accretion to reported earnings, working capital improvements and investment income or cash
flow projections;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to continue to introduce competitive new products and services on a timely, cost-effective basis;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | the effects of competition and consolidation in the markets in which we operate, which may be influenced by regulation, deregulation or enforcement
policies;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in consumer spending;
| | - |  | -----------------------------



| |  |  | changes in pricing environments;
| | - |  | --------------------------------



| |  |  | volatility in commodity prices;
| | - |  | -------------------------------



| |  |  | difficulties in maintaining relationships with employees;
| | - |  | ---------------------------------------------------------



| |  |  | the monetary and interest rate policies of central banks, in particular the European Central Bank, the Board of Governors of the U.S. Federal Reserve
System, the Bank of England, Banco Central do Brasil and other central banks;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continued availability of financing and our ability to achieve our targeted coverage and debt levels and terms;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | market risks, such as interest rate risk, foreign exchange rate risk, commodity risk, asset price risk, equity market risk, inflation or deflation;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | regional or general changes in asset valuations;
| | - |  | ------------------------------------------------



| |  |  | greater than expected costs (including taxes) and expenses;
| | - |  | -----------------------------------------------------------



vi



---

##### Table of Contents

| |  |  | the risk of unexpected consequences resulting from acquisitions, including the Anheuser-Busch acquisition;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | tax consequences of restructuring and our ability to optimize our tax rate after the Anheuser-Busch acquisition;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | the outcome of pending and future litigation and governmental proceedings;
| | - |  | --------------------------------------------------------------------------



| |  |  | changes in government policies;
| | - |  | -------------------------------



| |  |  | changes in applicable laws, regulations and taxes in jurisdictions in which we operate, including the laws and regulations governing our operations, as
well as actions or decisions of courts and regulators;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | natural and other disasters;
| | - |  | ----------------------------



| |  |  | any inability to economically hedge certain risks;
| | - |  | --------------------------------------------------



| |  |  | inadequate impairment provisions and loss reserves;
| | - |  | ---------------------------------------------------



| |  |  | technological changes; and
| | - |  | --------------------------



| |  |  | our success in managing the risks involved in the foregoing.
| | - |  | ------------------------------------------------------------

Certain of the cost savings and synergies information related to the Anheuser-Busch acquisition set forth in Item 4. Information on
the CompanyB. Business Overview1. Strengths and StrategyStrengths of this Form 20-F constitute forward-looking statements and may not be representative of the actual cost savings and synergies that will result from the
Anheuser-Busch acquisition because they are based on estimates and assumptions that are inherently subject to significant uncertainties which are difficult to predict, and accordingly, there can be no assurance that these cost savings and synergies
will be realized.

Our statements regarding market risks, including interest rate risk, foreign exchange rate risk, commodity
risk, asset price risk, equity market risk, inflation and deflation, are subject to uncertainty. For example, certain market risk disclosures are dependent on choices about key model characteristics and assumptions and are subject to various
limitations. By their nature, certain of the market risk disclosures are only estimates and, as a result, actual future gains and losses could differ materially from those that have been estimated.

We caution that the forward-looking statements in this Form 20-F are further qualified by the risk factors disclosed in Item 3. Key
InformationD. Risk Factors that could cause actual results to differ materially from those in the forward-looking statements. Subject to our obligations under Belgian and U.S. law in relation to disclosure and ongoing information, we
undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



vii



---

##### Table of Contents

PART I



|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|------- | -----------------------------------------------------

A. DIRECTORS AND SENIOR MANAGEMENT

Not
applicable.

B. ADVISERS

Not applicable.

C. AUDITORS

Not applicable.



|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------

A. OFFER STATISTICS

Not applicable.

B. METHOD AND EXPECTED TIMETABLE

Not applicable.



|ITEM 3. | KEY INFORMATION
|------- | ---------------

A. SELECTED FINANCIAL DATA

The selected historical financial information presented below as of 31 December 2010,
2009, 2008, 2007 and 2006, and for the five years ended 31 December 2010 has been derived from our audited consolidated financial statements, which were prepared in accordance with International Financial Reporting Standards, as issued by the
International Accounting Standards Board, and in conformity with International Financial Reporting Standards as adopted by the European Union (IFRS).

The selected historical financial information presented in the tables below should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial
statements and the accompanying notes. The audited consolidated financial statements and the accompanying notes as of 31 December 2010 and 2009 and for the three years ended 31 December 2010 have been included in this Form 20-F.

Effective 1 January 2009, we changed the presentation currency of our consolidated financial statements from the euro to
the U.S. dollar, reflecting the post-Anheuser-Busch acquisition profile of our revenue and cash flows, which are now primarily generated in U.S. dollars and U.S. dollar-linked currencies. We believe that this change provides greater alignment of our
presentation currency with our most significant operating currency and underlying financial performance. Unless otherwise specified, all financial information included in this Form 20-F has been stated in U.S. dollars.



|                                                                           |  |                                           |        |  |      |  |        |      |  |  |        |  |  |      |        |  |  |  |        | 
|-------------------------------------------------------------------------- |  | ----------------------------------------- | ------ |  | ---- |  | ------ | ---- |  |  | ------ |  |  | ---- | ------ |  |  |  | ------ | 
|                                                                           |  | Year ended 31 December                    |       
|                                                                           |  | 2010                                      |        |  | 2009 |  |        | 2008 |  |  | 2007   |  |  | 2006 |       
|                                                                           |  | (USD million, unless otherwise indicated) |       
|Income Statement Data                                                      |  | (audited)                                 |       
|Revenue(1)                                                                 |  |                                           | 36,297 |  |      |  | 36,758 |      |  |  | 23,507 |  |  |      | 19,735 |  |  |  | 16,692 | 
|Profit from operations                                                     |  |                                           | 10,897 |  |      |  | 11,569 |      |  |  | 5,340  |  |  |      | 5,872  |  |  |  | 3,925  | 
|Profit                                                                     |  |                                           | 5,762  |  |      |  | 5,877  |      |  |  | 3,126  |  |  |      | 4,167  |  |  |  | 2,667  | 
|Profit attributable to our equity holders                                  |  |                                           | 4,026  |  |      |  | 4,613  |      |  |  | 1,927  |  |  |      | 3,005  |  |  |  | 1,770  | 
|Weighted average number of ordinary shares (million shares)(2),(6)         |  |                                           | 1,592  |  |      |  | 1,584  |      |  |  | 999    |  |  |      | 976    |  |  |  | 972    | 
|Diluted weighted average number of ordinary shares
(million shares)(3),(6) |  |                                           | 1,611  |  |      |  | 1,593  |      |  |  | 1,000  |  |  |      | 981    |  |  |  | 980    | 
|Basic earnings per share (USD)(4),(6)                                      |  |                                           | 2.53   |  |      |  | 2.91   |      |  |  | 1.93   |  |  |      | 3.08   |  |  |  | 1.82   | 
|Diluted earnings per share (USD)(5),(6)                                    |  |                                           | 2.50   |  |      |  | 2.90   |      |  |  | 1.93   |  |  |      | 3.06   |  |  |  | 1.81   | 
|Dividends per share (USD)                                                  |  |                                           | 1.07   |  |      |  | 0.55   |      |  |  | 0.35   |  |  |      | 3.67   |  |  |  | 0.95   | 
|Dividends per share (EUR)                                                  |  |                                           | 0.80   |  |      |  | 0.38   |      |  |  | 0.28   |  |  |      | 2.44   |  |  |  | 0.72   | 



1



---

##### Table of Contents

|                                          |  |                                           |         |  |             |  |         |                   |  |  |         |  |  |      |        |  |  |  |        | 
|----------------------------------------- |  | ----------------------------------------- | ------- |  | ----------- |  | ------- | ----------------- |  |  | ------- |  |  | ---- | ------ |  |  |  | ------ | 
|                                          |  | As of 31 December                         |        
|                                          |  | 2010                                      |         |  | 2009        |  |         | 2008(adjusted)(7) |  |  | 2007    |  |  | 2006 |       
|                                          |  | (USD million, unless otherwise indicated) |        
|Financial Position Data                   |  | (audited)                                 |         |  | (unaudited) | 
|Total assets                              |  |                                           | 114,342 |  |             |  | 112,525 |                   |  |  | 113,748 |  |  |      | 42,247 |  |  |  | 34,566 | 
|Equity                                    |  |                                           | 38,799  |  |             |  | 33,171  |                   |  |  | 24,431  |  |  |      | 21,949 |  |  |  | 17,308 | 
|Equity attributable to our equity holders |  |                                           | 35,259  |  |             |  | 30,318  |                   |  |  | 22,442  |  |  |      | 20,057 |  |  |  | 16,149 | 
|Issued capital                            |  |                                           | 1,733   |  |             |  | 1,732   |                   |  |  | 1,730   |  |  |      | 559    |  |  |  | 558    | 
|                                          |  |                                           |         |  |            
|Other Data                                |  |                                           |         |  |             |  |         |                   |  |  |         |  |  |      |        |  |  |  |        | 
|Volumes (million hectoliters)             |  |                                           | 399     |  |             |  | 409     |                   |  |  | 285     |  |  |      | 271    |  |  |  | 247    | 



Notes:



|(1) | Turnover less excise taxes and discounts. In many jurisdictions, excise taxes make up a large proportion of the cost of beer charged to our customers (see Item 5.
Operating and Financial ReviewA. Key Factors Affecting Results of OperationsExcise Taxes).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Weighted average number of ordinary shares means, for any period, the number of shares outstanding at the beginning of the period, adjusted by the number of shares
canceled, repurchased or issued during the period multiplied by a time-weighting factor.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Diluted weighted average number of ordinary shares means the weighted average number of ordinary shares, adjusted by the effect of share options issued.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Earnings per share means, for any period, profit attributable to our equity holders for the period divided by the weighted average number of ordinary shares.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Diluted earnings per share means, for any period, profit attributable to our equity holders for the period divided by the diluted weighted average number of ordinary
shares.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | In accordance with IAS 33, we adjusted historical data per share for each of the years ended 31 December 2007 and 2006 by an adjustment ratio of 0.6252 as a result
of the capital increase pursuant to the rights offering we completed in December 2008 to restate (i) the weighted average number of ordinary shares; (ii) the diluted weighted average number of ordinary shares; (iii) the basic earnings
per share; and (iv) the diluted earnings per share.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | In 2009, the company completed the purchase price allocation of the Anheuser-Busch acquisition in accordance with IFRS 3. IFRS 3 requires the acquirer to
retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. As such, total assets have been adjusted to reflect the
final purchase price adjustments.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2



---

##### Table of Contents

B. CAPITALIZATION AND INDEBTEDNESS

Not Applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not Applicable.



3



---

##### Table of Contents

D. RISK FACTORS

Investing in our shares involves risk. We expect to be exposed to some or all of the risks described below in our future operations.
Such risks include, but are not limited to, the risk factors described below. Any of the risk factors described below, as well as additional risks of which we are not currently aware, could also affect our business operations and have a material
adverse effect on our business activities, financial condition, results of operations and prospects and cause the value of our shares to decline. Moreover, if and to the extent that any of the risks described below materialize, they may occur in
combination with other risks which would compound the adverse effect of such risks on our business activities, financial condition, results of operations and prospects. Investors in our shares and American Depositary Shares
(ADSs) could lose all or part of their investment.

You should carefully consider the
following information in conjunction with the other information contained or incorporated by reference in this document. The sequence in which the risk factors are presented below is not indicative of their likelihood of occurrence or of the
potential magnitude of their financial consequences.

Risks Relating to Our Business

We are exposed to the risks of an economic recession, credit and capital market volatility and economic and financial crisis, which could adversely
affect the demand for our products and adversely affect the market price of our shares and ADSs.

We are exposed to
the risk of a global recession or a recession in one or more of our key markets, credit and capital market volatility and an economic or financial crisis, which could result in lower revenue and reduced profit. Any such development could adversely
affect demand for beer, which could result in a deterioration in our results of operations.

Beer and soft drinks consumption
in many of the jurisdictions in which we operate is closely linked to general economic conditions, with levels of consumption tending to rise during periods of rising per capita income and fall during periods of declining per capita income.
Additionally, per capita consumption is inversely related to the sale price of our products.

Besides moving in concert with
changes in per capita income, beer consumption also increases or decreases in accordance with changes in disposable income.

Currently, disposable income is low in many of the developing countries in which we operate compared to disposable income in more
developed countries. Any decrease in disposable income resulting from an increase in inflation, income taxes, the cost of living, unemployment levels, political or economic instability or other factors would likely adversely affect demand for beer.
Moreover, because a significant portion of our brand portfolio consists of premium beers, our volumes and revenue may be impacted to a greater degree than those of some of our competitors, as some consumers may choose to purchase value or discount
brands rather than super-premium, premium or mainstream/core brands. For additional information on the categorization of the beer market and our positioning, see Item 4. Information on the CompanyB. Business Overview2. Principal
Activities and ProductsBeer.

Capital and credit market volatility, such as that experienced recently, may result
in downward pressure on stock prices and credit capacity of issuers. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, on our
business, results of operations and financial condition, and on the market price of our shares and ADSs.

Our results of operations are
affected by fluctuations in exchange rates.

Although we report our consolidated results in U.S. dollars, in 2010, we
derived approximately 60% of our revenue from operating companies that have non-U.S. dollar functional currencies (in most cases, in the local currency of the respective operating company). Consequently, any change in exchange rates between our
operating



4



---

##### Table of Contents

companies functional currencies and the U.S. dollar will affect our consolidated income statement and balance sheet when the results of those operating companies are translated into U.S.
dollars for reporting purposes. Decreases in the value of our operating companies functional currencies against the U.S. dollar will tend to reduce those operating companies contributions in dollar terms to our financial condition and
results of operations.

In addition to currency translation risk, we incur currency transaction risks whenever one of our
operating companies enters into transactions using currencies other than their respective functional currencies, including purchase or sale transactions and the issuance or incurrence of debt. Although we have hedge policies in place to manage
commodity price and foreign currency risks to protect our exposure to currencies other than our operating companies functional currencies, there can be no assurance that such policies will be able to successfully hedge against the effects of
such foreign exchange exposure, particularly over the long-term.

Moreover, although we seek to match borrowing currency
liabilities to functional currency cash flows, following the Anheuser-Busch acquisition, much of our debt is denominated in U.S. dollars, while a significant portion of our cash flows are denominated in currencies other than the U.S. dollar. From
time to time we enter into financial instruments to mitigate currency risk, but these transactions and any other efforts taken to better match the effective currencies of our liabilities to our cash flows could result in increased costs.

See Item 11. Quantitative and Qualitative Disclosures About Market RiskMarket Risk, Hedging and Financial Instruments
and note 29 to our audited financial information as of 31 December 2010 and 2009, and for the three years ended 31 December 2010, for further details on our approach to hedging commodity price and foreign currency risk.

Changes in the availability or price of raw materials, commodities and energy could have an adverse effect on our results of operations.

A significant portion of our operating expenses are related to raw materials and commodities, such as malted barley,
hops, wheat, corn grits, corn syrup, rice, sugar, water, glass bottles, polyethylene terephthalate (PET) resin, aluminum cans, labels, metal closures, plastic closures and folding cartons.

The supply and price of raw materials and commodities used for the production of our products can be affected by a number of factors
beyond our control, including the level of crop production around the world, export demand, quality and availability of supply, speculative movements in the raw materials or commodities markets, currency fluctuations, governmental regulations and
legislation affecting agriculture, trade agreements among producing and consuming nations, adverse weather conditions, natural disasters, economic factors affecting growth decisions, political developments, various plant diseases and pests.

We cannot predict future availability or prices of the raw materials or commodities required for our products. The markets in
certain raw materials or commodities have experienced and may in the future experience shortages and significant price fluctuations. The foregoing may affect the price and availability of ingredients that we use to manufacture our products, as well
as the cans and bottles in which our products are packaged. We may not be able to increase our prices to offset these increased costs or increase our prices without suffering reduced volume, revenue and operating income. We use both fixed-price
purchasing contracts and commodity derivatives to minimize our exposure to commodity price volatility. To some extent, derivative financial instruments and the terms of supply agreements can protect against increases in materials and commodities
costs in the short term. However, derivatives and supply agreements expire and upon expiry are subject to renegotiation and therefore cannot provide complete protection over the medium or longer term. To the extent we fail to adequately manage the
risks inherent in such volatility, including if our hedging and derivative arrangements do not effectively or completely hedge against changes in commodity prices, our results of operations may be adversely impacted. In addition, it is possible that
the hedging and derivative instruments we use to establish the purchase price for commodities in advance of the time of delivery may lock us into prices that are ultimately higher than actual market prices at the time of delivery. See
Item 11. Quantitative and Qualitative Disclosures About Market RiskMarket Risk, Hedging and Financial Instruments for further details on our approach to hedging commodity price risk.

The production and distribution of our products require material amounts of energy, including the consumption of oil-based products and
electricity. Energy prices have been subject to significant price volatility in



5



---

##### Table of Contents

the recent past and may be again in the future. High energy prices over an extended period of time, as well as changes in energy taxation and regulation in certain geographies, may result in a
negative effect on operating income and could potentially challenge our profitability in certain markets. There is no guarantee that we will be able to pass along increased energy costs to our customers in every case.

The production of our products also requires large amounts of water, including water consumption in the agricultural supply chain.
Changes in precipitation patterns and the frequency of extreme weather events may affect our water supply and, as a result, our physical operations. Water may also be subject to price increases in certain areas, and changes in water taxation and
regulation in certain geographies may result in a negative effect on operating income which could potentially challenge our profitability in certain markets. There is no guarantee that we will be able to pass along increased water costs to our
customers in every case.

We may not be able to obtain the necessary funding for our future capital or refinancing needs and we face
financial risks due to our level of debt and uncertain market conditions.

We may be required to raise additional
funds for our future capital needs or refinance our current indebtedness through public or private financing, strategic relationships or other arrangements. There can be no assurance that the funding, if needed, will be available on attractive
terms, or at all. We may be required to issue additional equity under unfavorable conditions, which could dilute our existing shareholders. See Risks Related to Our Shares and American Depositary SharesFuture equity issuances may
dilute the holdings of current shareholders or ADS holders and could materially affect the market price of our shares or ADSs. Furthermore, any debt financing, if available, may involve restrictive covenants.

We incurred substantial indebtedness in connection with the Anheuser-Busch acquisition. We financed the Anheuser-Busch acquisition in
part with a fully committed USD 45 billion senior debt facility (the 2008 Senior Facilities Agreement) (of which USD 44 billion was ultimately drawn). On 26 February 2010, we entered into USD 17.2 billion of senior
credit agreements, including a USD 13 billion senior facilities agreement (the 2010 Senior Facilities Agreement), which, together with the proceeds from a series of debt captial markets offerings enabled us to fully refinance the
remaining debt outstanding under the 2008 Senior Facilities Agreement. These facilities extend our debt maturities while building additional liquidity, thus enhancing our credit profile as evidenced by the improved terms under the facilities, which
do not include financial covenants or mandatory prepayment provisions. On 6 April 2010, we drew USD 10.1 billion under the 2010 Senior Facilities Agreement and fully repaid the 2008 Senior Facilities Agreement, which has been terminated. The
terms of the 2010 Senior Facilities Agreement, as well as its intended use, are described under Item 10. Additional InformationC. Material Contracts2010 Senior Facilities Agreement.

As was the case with the 2008 Senior Facilities Agreement, the debt capital market offerings and the 2010 Senior Facilities Agreement we
entered into in order to refinance the 2008 Senior Facilities Agreement could have significant consequences, including based on whether or not we are able to refinance the indebtedness incurred in connection with the Anheuser-Busch acquisition, and
even if fully refinanced, the portion of our consolidated balance sheet represented by debt will remain significantly higher as compared to our historical position until we complete our deleveraging.

Our continued increased level of debt could have significant consequences, including:



| |  |  | increasing our vulnerability to general adverse economic and industry conditions;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | impairing our ability to obtain additional financing in the future;
| | - |  | -------------------------------------------------------------------



| |  |  | requiring us to issue additional equity (possibly under unfavorable conditions); and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | placing us at a competitive disadvantage compared to our competitors that have less debt.
| | - |  | -----------------------------------------------------------------------------------------



6



---

##### Table of Contents

Further, a credit rating downgrade could have a material adverse effect on our ability to
finance our ongoing operations or to refinance our existing indebtedness. In addition, if we fail to comply with the covenants or other terms of any agreements governing these facilities, our lenders will have the right to accelerate the maturity of
that debt.

We have reduced the amount of dividends paid in the first years after the closing of the Anheuser-Busch
acquisition and may continue to restrict the amount of dividends we will pay as a result of our level of debt and our strategy to reduce our leverage.

Our ability to repay our outstanding indebtedness will depend upon market conditions. In 2009 and 2008, the global credit markets have experienced significant price volatility, dislocations and liquidity
disruptions that caused the cost of debt financings to fluctuate considerably. The markets also put downward pressure on stock prices and credit capacity for certain issuers without regard to those issuers underlying financial strength.
Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors reduced, and in some cases, ceased to provide funding to borrowers. If such uncertain conditions
return, our costs could increase beyond what is anticipated. Such costs could have a material adverse impact on our cash flows, results of operations or both. In addition, an inability to refinance all or a substantial amount of our debt obligations
when they become due, or more generally a failure to raise additional equity capital or debt financing or to realize proceeds from asset sales when needed, would have a material adverse effect on our financial condition and results of operations.

Our results could be negatively affected by increasing interest rates.

We use issuances of debt and bank borrowings as a source of funding and, following the Anheuser-Busch acquisition, our level of debt has
increased significantly. Nevertheless, pursuant to our capital structure policy, we aim to optimize shareholder value through tax efficient maximization of cash flow distribution to us from our subsidiaries, while maintaining an investment-grade
rating and minimizing cash and investments with a return below our weighted average cost of capital.

Some of the debt we have
issued or incurred was issued or incurred at variable interest rates, which exposes us to changes in such interest rates. As of 31 December 2010, after certain hedging and fair value adjustments, USD 11.9 billion, or 26.6%, of our
interest-bearing financial liabilities (which include loans, borrowings and bank overdrafts) bore a variable interest rate, while USD 33.0 billion, or 73.4%, bore a fixed interest rate. Moreover, a significant part of our external debt is
denominated in non-U.S. dollar currencies, including the euro, Brazilian real and the Canadian dollar. Although we enter into interest rate swap agreements to manage our interest rate risk, and also enter into cross-currency interest rate swap
agreements to manage both our foreign currency risk and interest-rate risk on interest-bearing financial liabilities, there can be no assurance that such instruments will be successful in reducing the risks inherent in exposures to interest rate
fluctuations. See Item 11. Quantitative and Qualitative Disclosures About Market RiskMarket Risk, Hedging and Financial Instruments and note 29 to our audited financial statements as of 31 December 2010 and 2009, and for the
three years ended 31 December 2010, for further details on our approach to foreign currency and interest-rate risk.

Certain of our
operations depend on independent distributors or wholesalers to sell our products.

Certain of our operations are
dependent on government-controlled or privately owned but independent wholesale distributors for distribution of our products for resale to retail outlets. See Item 4. Information on the CompanyB. Business Overview7. Distribution
of Products and Item 4. Information on the CompanyB. Business Overview11. Regulations Affecting Our Business for further information in this respect. There can be no assurance as to the financial affairs of such
distributors or that these distributors, who often act both for us and our competitors, will not give our competitors products higher priority, thereby reducing their efforts to sell our products.

In the United States, for instance, we sell substantially all of our beer to independent wholesalers for distribution to retailers and
ultimately consumers. As independent companies, wholesalers make their own business decisions that may not always align themselves with our interests. If our wholesalers do not effectively distribute our products, our financial results could be
adversely affected.



7



---

##### Table of Contents

In addition, contractual restrictions and the regulatory environment of many markets may
make it very difficult to change distributors in a number of markets. In certain cases, poor performance by a distributor or wholesaler is not a sufficient reason for replacement. Our consequent inability to replace unproductive or inefficient
distributors could adversely impact our business, results of operations and financial condition.

Competition could lead to a reduction
of our margins, increase costs and adversely affect our profitability.

Globally, brewers compete mainly on the basis
of brand image, price, quality, distribution networks and customer service. Consolidation has significantly increased the capital base and geographic reach of our competitors in some of the markets in which we operate, and competition is expected to
increase further as the trend towards consolidation among companies in the beer industry continues.

Competition may divert
consumers and customers from our products. Competition in our various markets could cause us to reduce pricing, increase capital investment, increase marketing and other expenditures, prevent us from increasing prices to recover higher costs, and
thereby cause us to reduce margins or lose market share. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. Innovation faces inherent risks, and the new products we introduce may
not be successful.

Additionally, the absence of level playing fields in some markets and the lack of transparency, or even
certain unfair or illegal practices, such as tax evasion and corruption, may skew the competitive environment in favor of our competitors, with material adverse effects on our profitability or ability to operate.

The ability of our subsidiaries to distribute cash upstream may be subject to various conditions and limitations.

To a large extent, we are organized as a holding company and our operations are carried out through subsidiaries. Our domestic and
foreign subsidiaries and affiliated companies ability to upstream or distribute cash (to be used, among other things, to meet our financial obligations) through dividends, intercompany advances, management fees and other payments is, to
a large extent, dependent on the availability of cash flows at the level of such domestic and foreign subsidiaries and affiliated companies and may be restricted by applicable laws and accounting principles. In particular, 39.3% (USD
14.3 billion) of our total revenue of USD 36.3 billion in 2010 came from our Brazilian listed subsidiary Companhia de Bebidas das AméricasAmBev (AmBev), which is not wholly-owned and is listed on the
São Paulo Stock Exchange and the New York Stock Exchange. Certain of our equity investments (such as our investment in Grupo Modelo S.A.B. de C.V.) contribute cash flow to us through dividend payments but are not controlled by us, and our
receipt of dividend payments from these entities is therefore outside our control. In addition to the above, some of our subsidiaries are subject to laws restricting their ability to pay dividends or the amount of dividends they may pay. See
Item 5. Operating and Financial ReviewG. Liquidity and Capital ResourcesTransfers from Subsidiaries and Item 10. Additional InformationF. Dividends and Paying Agents for further information in this respect.

If we are not able to obtain sufficient cash flows from our domestic and foreign subsidiaries and affiliated companies, this
could adversely impact our ability to pay our substantially increased debt resulting from the Anheuser-Busch acquisition and otherwise negatively impact our business, results of operations and financial condition.

An inability to reduce costs could affect profitability.

Our future success and earnings growth depend in part on our ability to be efficient in producing, advertising and selling our products and services. We are pursuing a number of initiatives to improve
operational efficiency. Failure to generate significant cost savings and margin improvement through these initiatives could adversely affect our profitability and our ability to achieve our financial goals.



8



---

##### Table of Contents

We are exposed to emerging market risks.

A substantial proportion of our operations, representing approximately 43.2% of our 2010 revenue, are carried out in emerging markets,
including Brazil, Argentina, China, Russia, Bolivia, Paraguay, and Ukraine. We also have equity investments in brewers in China and Mexico.

Our operations and equity investments in these markets are subject to the customary risks of operating in developing countries, which include potential political and economic uncertainty, application of
exchange controls, nationalization or expropriation, crime and lack of law enforcement, political insurrection, external interference, financial risks, changes in government policy, political and economic changes, changes in the relations between
the countries, actions of governmental authorities affecting trade and foreign investment, regulations on repatriation of funds, interpretation and application of local laws and regulations, enforceability of intellectual property and contract
rights, local labor conditions and regulations. Such factors could affect our results by causing interruptions to our operations or by increasing the costs of operating in those countries or by limiting our ability to repatriate profits from those
countries. Financial risks of operating in emerging markets also include risks of liquidity, inflation (for example, Brazil, Argentina and Russia have periodically experienced extremely high rates of inflation), devaluation (for
example, the Brazilian and Argentine currencies have been devalued frequently during the last four decades), price volatility, currency convertibility and country default. These various factors could adversely impact our business, results of
operations and financial condition. Due to our geographic mix, these factors could affect us more than our competitors with less exposure to emerging markets, and any general decline in emerging markets as a whole could impact us disproportionately
compared to our competitors.

We may not be able to successfully carry out further acquisitions and business integrations or
restructuring.

We have made in the past and may make in the future acquisitions of, investments in, and joint venture
and similar arrangements with, other companies and businesses. We cannot make such further transactions unless we can identify suitable candidates and agree on the terms with them. Such transactions also involve a number of risks. We may not be able
to successfully complete such transactions. After completion of a transaction, we may be required to integrate the acquired companies, businesses or operations into our existing operations. In addition, such transactions may involve the assumption
of certain actual or potential, known or unknown, liabilities, which may have a potential impact on our financial risk profile. Further, the price we may pay in any future transaction may prove to be too high as a result of various factors, such as
a significant change in market conditions, the limited opportunity to conduct due diligence prior to a purchase or unexpected changes in the acquired business.

An impairment of goodwill or other intangible assets would adversely affect our financial condition and results of operations.

As a result of the Anheuser-Busch acquisition, we recognized USD 32.9 billion of goodwill on our balance sheet and recorded several
brands from the Anheuser-Busch business (including brands in the Budweiser brand family, the Michelob brand family, the Busch brand family and the Natural brand family) as intangible assets with indefinite life with a fair value of USD
21.4 billion. If the combination of the businesses meets with unexpected difficulties, or if our business does not develop as expected, impairment charges may be incurred in the future that could be significant and that could have an adverse
effect on our results of operations and financial condition.

We rely on the reputation of our brands.

Our success depends on our ability to maintain and enhance the image and reputation of our existing products and to develop a favorable
image and reputation for new products. The image and reputation of our products may be reduced in the future; concerns about product quality, even when unfounded, could tarnish the image and reputation of our products. An event, or series of events,
that materially damages the reputation of one or more of our brands could have an adverse effect on the value of that brand and subsequent revenues from that brand or business. Restoring the image and reputation of our products may be costly and may
not be possible. Moreover, our marketing efforts are subject to restrictions on the permissible advertising style, media and messages used. In a number of countries, for example, television is a prohibited medium for advertising alcoholic products,
and in other countries, television advertising, while permitted, is carefully regulated. Any additional restrictions in such



9



---

##### Table of Contents

countries, or the introduction of similar restrictions in other countries, may constrain our brand building potential and thus reduce the value of our brands and related revenues.

Negative publicity may harm our business.

Media coverage, and publicity generally, can exert significant influence on consumer behavior and actions. If the social acceptability of beer or soft drinks were to decline significantly, sales of our
products could materially decrease. In recent years, there has been increased public and political attention directed at the alcoholic beverage and soft drink industries. This attention is a result of public concern over alcohol-related problems,
including drunk driving, underage drinking and health consequences resulting from the misuse of beer (for example, alcoholism), as well as soft-drink related problems, including health consequences resulting from the excessive consumption of soft
drinks (for example, obesity). Negative publicity regarding alcohol or soft drink consumption, publication of studies that indicate a significant health risk from consumption of alcohol or soft drinks, or changes in consumer perceptions in relation
to alcohol or soft drinks generally could adversely affect the sale and consumption of our products and could harm our business, results of operations, cash flows or financial condition as consumers and customers change their purchasing patterns.
For example, in Russia and Ukraine, concerns about alcohol abuse and underage drinking supported the recent increase of excise tax on regular-strength beer by 200% and 23.3% respectively. See The beer and beverage industry may be subject
to changes in taxation. Russian and Ukrainian authorities are also looking at other legislative changes. Russia is considering a ban on the sale of beer exceeding 5% in its alcohol content in kiosks, a ban on the sale of beer exceeding 5% in
its alcohol content during night hours, a ban on advertising beer exceeding 5% in its alcohol content on TV and radio and a further increase of excise taxes. Ukraine is considering a ban on the sale of beer in kiosks, implementing permits for the
consumption of beer which can be consumed only in licensed premises and in private accommodations, a ban or imposing limitations on direct beer advertising, and a further increase of excise and other beer related taxes such as taxes on the
development of viticulture, horticulture and hop-growing. We see similar measures being proposed in other countries where we operate to restrict our commercial freedoms and impose additional taxes, including Argentina, Bolivia, Brazil, the United
Kingdom, the United States and Uruguay. Such changes could have an adverse effect on our ability to sell and advertise our products and increase our costs if they are enacted into law.

Key brand names are used by us, our subsidiaries, associates and joint ventures, and are licensed to third-party brewers. To the extent
that we, one of our subsidiaries, associates, joint ventures or licensees are subject to negative publicity, and the negative publicity causes consumers and customers to change their purchasing patterns, it could have a material adverse effect on
our business, results of operations, cash flows or financial condition. As we continue to expand our operations into emerging and growth markets, there is a greater risk that we may be subject to negative publicity, in particular in relation to
labor rights and local work conditions. Negative publicity that materially damages the reputation of one or more of our brands could have an adverse effect on the value of that brand and subsequent revenues from that brand or business, which could
adversely impact our business, results of operations, cash flows and financial condition.

Demand for our products may be adversely
affected by changes in consumer preferences and tastes.

We depend on our ability to satisfy consumer preferences and
tastes. Consumer preferences and tastes can change in unpredictable ways due to a variety of factors, such as changes in demographics, consumer health and wellness, concerns about obesity or alcohol consumption, product attributes and ingredients,
changes in travel, vacation or leisure activity patterns, weather, negative publicity resulting from regulatory action or litigation against us or comparable companies or a downturn in economic conditions. Consumers also may begin to prefer the
products of competitors or may generally reduce their demand for products in the category. Failure by us to anticipate or respond adequately either to changes in consumer preferences and tastes or to developments in new forms of media and marketing
could adversely impact our business, results of operations and financial condition.

Seasonal consumption cycles and adverse weather
conditions may result in fluctuations in demand for our products.

Seasonal consumption cycles and adverse weather
conditions in the markets in which we operate may have an impact on our operations. This is particularly true in the summer months, when unseasonably cool or wet weather can affect sales volumes. Demand for beer is normally more depressed in our
major markets in the Northern



10



---

##### Table of Contents

Hemisphere during the first and fourth quarters of each year, and our consolidated net revenue from those markets is therefore normally lower during this time. Although this risk is somewhat
mitigated by our relatively balanced footprint in both hemispheres, we are relatively more exposed to the markets in the Northern Hemisphere than to the markets in the Southern Hemisphere since the closing of the Anheuser-Busch acquisition, which
could adversely impact our business, results of operations and financial condition.

Climate change, or legal, regulatory or market
measures to address climate change, may negatively affect our business or operations, and water scarcity or poor quality could negatively impact our production costs and capacity.

There is a growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global
temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters. In the event that such climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less
favorable pricing for certain agricultural commodities that are necessary for our products, such as barley, hops, sugar and corn. In addition, public expectations for reductions in greenhouse gas emissions could result in increased energy,
transportation and raw material costs and may require us to make additional investments in facilities and equipment due to increased regulatory pressures. As a result, the effects of climate change could have a long-term, material adverse impact on
our business and results of operations.

We also face water scarcity risks. The availability of clean water is a limited
resource in many parts of the world, facing unprecedented challenges from climate change and the resulting change in precipitation patterns and frequency of extreme weather, overexploitation, increasing pollution, and poor water management. As
demand for water continues to increase around the world, and as water becomes scarcer and the quality of available water deteriorates, we may be affected by increasing production costs or capacity constraints, which could adversely affect our
business and results of operations.

If any of our products is defective or found to contain contaminants, we may be subject to product
recalls or other liabilities.

We take precautions to ensure that our beverage products are free from contaminants and
that our packaging materials (such as bottles, crowns, cans and other containers) are free of defects. Such precautions include quality-control programs for primary materials, the production process and our final products. We have established
procedures to correct problems detected.

In the event that contamination or a defect does occur in the future, it may lead to
business interruptions, product recalls or liability, each of which could have an adverse effect on our business, reputation, prospects, financial condition and results of operations.

Although we maintain insurance policies against certain product liability (but not product recall) risks, we may not be able to enforce
our rights in respect of these policies, and, in the event that contamination or a defect occurs, any amounts that we recover may not be sufficient to offset any damage we may suffer, which could adversely impact our business, results of operations
and financial condition.

We may not be able to protect our intellectual property rights.

Our future success depends significantly on our ability to protect our current and future brands and products and to defend our
intellectual property rights, including trademarks, patents, domain names, trade secrets and know-how. We have been granted numerous trademark registrations covering our brands and products and have filed, and expect to continue to file, trademark
and patent applications seeking to protect newly developed brands and products. We cannot be sure that trademark and patent registrations will be issued with respect to any of our applications. There is also a risk that we could, by omission, fail
to renew a trademark or patent on a timely basis or that our competitors will challenge, invalidate or circumvent any existing or future trademarks and patents issued to, or licensed by, us.



11



---

##### Table of Contents

Although we have taken appropriate action to protect our portfolio of intellectual property
rights (including trademark registration and domain names), we cannot be certain that the steps we have taken will be sufficient or that third parties will not infringe upon or misappropriate proprietary rights. Moreover, some of the countries in
which we operate, such as China, offer less intellectual property protection than is available in Europe or the United States. If we are unable to protect our proprietary rights against infringement or misappropriation, it could have a material
adverse effect on our business, results of operations, cash flows or financial condition, and in particular, on our ability to develop our business.

We rely on key third parties, including key suppliers, and the termination or modification of the arrangements with such third parties could negatively affect our business.

We rely on key third-party suppliers, including third-party suppliers for a range of raw materials for beer and soft drinks such as
malted barley, wheat, corn grits, corn syrup, rice, yeast, hops, adjuncts, water, flavored concentrate, fruit concentrate, sugar or sweetener, and for packaging material, such as glass or PET bottles, aluminum or steel cans and kegs, labels, bottle
caps, soda ash, plastic crates, metal closures, plastic closures, folding cartons, preforms and cardboard products.

We seek
to limit our exposure to market fluctuations in these supplies by entering into medium- and long-term fixed-price arrangements. We have a limited number of suppliers of aluminum cans, and glass bottles. Consolidation of the aluminum can industry,
and glass bottle industry in certain markets in which we operate has reduced local supply alternatives and increased the risk of disruption to aluminum can, and glass bottle supplies. Although we generally have other suppliers of raw materials and
packaging materials, the termination of or material change to arrangements with certain key suppliers, disagreements with suppliers as to payment or other terms, or the failure of a key supplier to meet our contractual obligations or otherwise
deliver materials consistent with current usage would or may require us to make purchases from alternative suppliers, in each case at potentially higher prices than those agreed with this supplier, and this could have a material impact on our
production, distribution and sale of beer and soft drinks and have a material adverse effect on our business, results of operations, cash flows or financial condition.

A number of key brand names are both licensed to third-party brewers and used by companies over which we do not have control. For instance, our global brand Stella Artois is licensed to third parties in
Algeria, Australia, Bulgaria, Croatia, Czech Republic, Hungary, Israel, New Zealand, and Romania, and another global brand, Becks, is licensed to third parties in Algeria, Bulgaria, Croatia, Hungary, Turkey, Australia, New Zealand, Romania,
Serbia, and Tunisia. Finally, Budweiser is licensed to third parties in, amongst other countries, Argentina, India, Japan, South Korea, Panama and Spain. See Item 4. Information on the CompanyB. Business Overview8. Licensing
for more information in this respect. To the extent that one of these key brand names or our joint ventures, investments in companies in which we do not own a controlling interest and our licensees are subject to negative publicity, it could have a
material adverse effect on our business, results of operations, cash flows or financial condition.

For certain packaging
supplies and raw materials, we rely on a small number of important suppliers. If these suppliers became unable to continue to meet our requirements, and we are unable to develop alternative sources of supply, our operations and financial results
could be adversely affected.

The consolidation of retailers may adversely affect us.

The retail industry in Europe, the United States and in other countries in which we operate continues to consolidate. Large retailers may
seek to improve profitability and sales by asking for lower prices or increased trade spending. Although retailers purchase products from wholesalers (including in a number of markets, from our wholesaler operations), rather than directly from us,
the efforts of retailers could result in reduced profitability for the beer industry as a whole and indirectly adversely affect our financial results.



12



---

##### Table of Contents

We could incur significant costs as a result of compliance with, and/or violations of or liabilities
under, various regulations that govern our operations.

Our business is highly regulated in many of the countries in
which we operate. The regulations adopted by the authorities in these countries govern many parts of our operations, including brewing, marketing and advertising (in particular to persons under the legal drinking age), transportation, distributor
relationships and sales. We may be subject to claims that we have not complied with existing laws and regulations, which could result in fines, penalties or loss of operating licenses. We are also routinely subject to new or modified laws and
regulations with which we must comply in order to avoid claims, fines and other penalties, which could adversely impact our business, results of operations and financial condition. We may also be subject to laws and regulations aimed at reducing the
availability of beer products in some of our markets to address alcohol abuse and other social issues. There can be no assurance that we will not incur material costs or liabilities in connection with compliance with applicable regulatory
requirements, or that such regulation will not interfere with our beer or soft drinks businesses.

The level of regulation to
which our businesses are subject can be affected by changes in the public perception of beer and soft drinks consumption. In recent years, there has been increased social and political attention in certain countries directed at the alcoholic
beverage and soft drinks industries, and governmental bodies may respond to any public criticism by implementing further regulatory restrictions on opening hours, drinking ages or marketing activities (including the marketing or selling of beer at
sporting events). Such public concern and any resulting restrictions may cause the social acceptability of beer or soft drinks to decline significantly and consumption trends to shift away from these products, which would have a material adverse
effect on our business, financial condition and results of operations. For common regulations and restrictions on us, see Item 4. Information on the CompanyB. Business Overview11. Regulations Affecting Our Business and
Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of OperationsGovernmental Regulations.

We are exposed to the risk of litigation.

We are now and may in the future be party to legal proceedings and claims and significant damages may be asserted against us. See Item 8. Financial InformationA. Consolidated Financial
Statements and Other Financial InformationLegal and Arbitration Proceedings and Item 5. Operating and Financial ReviewH. Contractual Obligations and ContingenciesContingencies and note 32 to our audited
consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010 for a description of certain material contingencies which we believe are reasonably possible (but not probable) to be
realized. Given the inherent uncertainty of litigation, it is possible that we might incur liabilities as a consequence of the proceedings and claims brought against us, including those that are not currently believed by us to be reasonably
possible.

Moreover, companies in the alcoholic beverage industry are, from time to time, exposed to collective suits (class
actions) or other litigation relating to alcohol advertising, alcohol abuse problems or health consequences from the excessive consumption of alcohol. As an illustration, certain beer and alcoholic beverage producers from Brazil, Canada, Europe and
the United States were recently involved in class actions in the United States seeking damages for alleged marketing of alcoholic beverages to underage consumers. If any of these types of litigation result in fines, damages or reputational damage
for us, this could have a material adverse effect on our business, results of operations, cash flows or financial position.

See Item 8. Financial InformationA. Consolidated Financial Statements and Other Financial InformationLegal and
Arbitration Proceedings for additional information on litigation matters.

The beer and beverage industry may be subject to
changes in taxation.

Taxation on our beer and non-beer products in the countries in which we operate is comprised of
different taxes specific to each jurisdiction, such as excise and other indirect taxes. In many jurisdictions, such excise and other indirect taxes make up a large proportion of the cost of beer charged to customers. Increases in excise and other
indirect taxes applicable to our products either on an absolute basis or relative to the levels applicable to other beverages tend to adversely affect our revenue or margins, both by reducing overall consumption of our products and by encouraging
consumers to switch to lower-taxed categories of beverages. These increases also adversely affect the affordability of our products and our profitability. For example, in November 2008, the Brazilian Congress



13



---

##### Table of Contents

approved certain changes (effective 1 January 2009) to the taxable basis and tax rates of Imposto Sobre Produtos Industrializados (the Brazilian federal excise tax) and the PIS/COFINS
(Brazilian social contributions). Under the old system, taxes were paid as a fixed rate per hectoliter. The new system provides for higher taxes per hectoliter for higher-priced brands than lower-priced brands, based on a consumer price table. In
2011, the Brazilian government, through a market survey of prices of beverage products in Brazil, updated the consumer price table, effective as of 4 April 2011. As a result, the actual increase in Ambevs federal excise tax and PIS/COFINS
tax burden, which now depends on Ambevs packaging and brand mix, is approximately 13% for beer and non alcoholic beverages, on average.

Similarly, the United States brewing industry is subject to significant taxation. The U.S. federal government currently levies an excise tax of $18 per barrel (equivalent to 1.1734776 hectoliters) on beer
sold for consumption in the United States. All states also levy excise and/or sales taxes on alcoholic beverages. From time to time, there are proposals to increase these taxes, and as a result of the current economic climate and the fiscal
difficulties of some states, these proposals have become more prevalent. In 2009, the States of Illinois, New York and North Carolina increased their excise taxes on alcohol, the Commonwealth of Massachusetts instituted a sales tax on off-premise
alcohol sales and the State of Kentucky increased its retail tax rate on off-premise alcohol sales. In 2010, the State of Washington adopted a temporary increase in the excise tax on alcohol. In addition, although no legislation has been introduced
to this effect, there have been proposals to increase federal excise taxes on alcohol to raise revenue to pay the costs of health care proposals. Increases in excise taxes on alcohol could adversely affect our United States business and its
profitability.

On 1 January 2010, Russia implemented an increase in the excise tax on regular-strength beer by 200% and,
in 2009, Ukraine almost doubled the excise taxes on all beers. In May 2010, the excise tax in Ukraine was further increased by 23% and the water tax by 400%. As of 1 January 2011, water tax in Ukraine further increased by 65%. These taxes have
resulted in significant price increases in both countries, and may cause our volumes of beer sold in Russia and Ukraine to decrease. Though the Russian government seems to be demonstrating a more moderate approach towards beer excise taxes (11.1%
from 1 January 2011 and a 20% expected increase in 2012), there is still a risk of a further excise tax increase in 2012 which might have an adverse impact on our future sales in Russia. In Ukraine, there is also a strong possibility of further
increases in water tax and advertising tax. In January 2011, Bolivia enacted excise tax increases on alcoholic beverages. See Negative publicity may harm our business.

Proposals to increase excise or other indirect taxes may result from the current economic climate and may also be influenced by changes
in the public perception regarding the consumption of alcohol and soft drinks. To the extent that the effect of the tax reforms described above or other proposed changes to excise and other indirect duties in the countries in which we operate is to
increase the total burden of indirect taxation on our products, the results of our operations in those countries could be adversely affected.

In addition to excise and other indirect duties, we are subject to income and other taxes in the countries in which we operate. There can be no assurance that the operations of our breweries and other
facilities will not become subject to increased taxation by national, local or foreign authorities or that we and our subsidiaries will not become subject to higher corporate income tax rates or to new or modified taxation regulations and
requirements. Any such increases or changes in taxation would tend to adversely impact our results of operations.

We are exposed to
antitrust and competition laws in certain jurisdictions and the risk of changes in such laws or in the interpretation and enforcement of existing antitrust and competition laws.

We are subject to antitrust and competition laws in the jurisdictions in which we operate, and in a number of jurisdictions we produce
and/or sell a significant portion of the beer consumed. Consequently, we may be subject to regulatory scrutiny in certain of these jurisdictions. For instance, our Brazilian listed subsidiary, AmBev, has been subject to monitoring by Brazilian
antitrust authorities (see Item 8. Financial InformationA. Consolidated Financial Statements and Other Financial InformationLegal and Arbitration ProceedingsAmBev and its SubsidiariesAntitrust Matters). There can
be no assurance that the introduction of new competition laws in the jurisdictions in which we operate, the interpretation of existing antitrust or competition laws or the enforcement of existing antitrust or competition laws, or any agreements with
antitrust or competition authorities, against us or our subsidiaries, including AmBev, will not affect our business or the businesses of our subsidiaries in the future.



14



---

##### Table of Contents

Our operations are subject to environmental regulations, which could expose us to significant
compliance costs and litigation relating to environmental issues.

Our operations are subject to environmental
regulations by national, state and local agencies, including, in certain cases, regulations that impose liability without regard to fault. These regulations can result in liability which might adversely affect our operations. The environmental
regulatory climate in the markets in which we operate is becoming stricter, with a greater emphasis on enforcement.

While we
have budgeted for future capital and operating expenditures to maintain compliance with environmental laws and regulations, there can be no assurance that we will not incur substantial environmental liability or that applicable environmental laws
and regulations will not change or become more stringent in the future.

We operate a joint venture in Cuba, in which the Government of
Cuba is our joint venture partner. Cuba has been identified by the U.S. Department of State as a state sponsor of terrorism and is targeted by broad and comprehensive economic and trade sanctions of the United States. Our operations in Cuba may
adversely affect our reputation and the liquidity and value of our securities.

We own indirectly a 50% equity
interest in Cerveceria Bucanero S.A., a Cuban company in the business of producing and selling beer. The other 50% equity interest is owned by the Government of Cuba. Cerveceria Bucanero S.A. is operated as a joint venture in which we appoint the
general manager. Cerveceria Bucanero S.A.s main brands are Bucanero and Cristal. In 2010, Cerveceria Bucanero S.A. sold 1.1 million hectoliters, representing about 0.3% of our global volume of 399 million hectoliters for the year.
Although Cerveceria Bucanero S.A.s production is primarily sold in Cuba, a small portion of its production is exported and sold by certain of our non-U.S. affiliates in other countries outside Cuba (but not the United States). Cerveceria
Bucanero S.A. also imports and sells in Cuba a small quantity of Becks branded products produced by one of our German subsidiaries.

Cuba has been identified by the United States government as a state sponsor of terrorism, and the U.S. Treasury Departments Office of Foreign Assets Control and the U.S. Commerce Department together
administer and enforce broad and comprehensive economic and trade sanctions based on U.S. foreign policy towards Cuba. Although our operations in Cuba are quantitatively immaterial, our overall business reputation may suffer or we may face
additional regulatory scrutiny as a result of our activities in Cuba based on Cubas identification as a state sponsor of terrorism and target of U.S. economic and trade sanctions. In addition, there are initiatives by federal and state
lawmakers in the United States, and certain U.S. institutional investors, including pension funds, to adopt laws, regulations or policies requiring divestment from, or reporting of interests in, or to facilitate divestment from, companies that do
business with countries designated as state sponsors of terrorism, including Cuba. If investors decide to liquidate or otherwise divest their investments in companies that have operations of any magnitude in Cuba, the market in and value of our
securities could be adversely impacted.

In addition, the Cuban Liberty and Democratic Solidarity (LIBERTAD) Act of 1996
(known as the Helms-Burton Act) authorizes private lawsuits for damages against anyone who traffics in property confiscated without compensation by the Government of Cuba from persons who at the time were, or have since become,
nationals of the United States. Although this section of the Helms-Burton Act is currently suspended by discretionary presidential action, the suspension may not continue in the future. Claims accrue notwithstanding the suspension and may be
asserted if the suspension is discontinued. The Helms-Burton Act also includes a section that authorizes the U.S. Department of State to prohibit entry into the United States of non-U.S. persons who traffic in confiscated property, and corporate
officers and principals of such persons, and their families. We have received notice of claims purporting to be made under the Helms-Burton Act relating to Cerveceria Bucanero S.A.s use of a trademark, which is alleged to have been confiscated
by the Cuban government and trafficked by us through our ownership and management of Cerveceria Bucanero S.A. Although we have attempted to review and evaluate the validity of the claims, due to the uncertain underlying circumstances, we are
currently unable to express a view as to the validity of such claims, or as to the standing of the claimants to pursue them.



15



---

##### Table of Contents

We may not be able to recruit or retain key personnel.

In order to develop, support and market our products, we must hire and retain skilled employees with particular expertise. The
implementation of our strategic business plans could be undermined by a failure to recruit or retain key personnel or the unexpected loss of senior employees, including in acquired companies.

Our success following the Anheuser-Busch acquisition will also depend, among other things, on our capacity to retain the key employees of
Anheuser-Busch and InBev. These key employees could leave their employment because of the uncertainties about their roles in our combined company, difficulties related to the combination, or a general desire not to remain with us. Redundancies and
early retirements at Anheuser-Busch, made in connection with the integration of InBev and Anheuser-Busch following the Anheuser-Busch acquisition, could also impact our ability to retain key personnel at Anheuser-Busch and relations with the
Anheuser-Busch workforce. Moreover, we will have to address issues inherent in the management of a greater number of employees in some very diverse geographic areas. Therefore, it is not certain that we will be able to attract or retain our key
employees and successfully manage them, which could disrupt our business and have an unfavorable material effect on our financial position, our income from operations and our competitive position.

We are exposed to labor strikes and disputes that could lead to a negative impact on our costs and production level.

Our success depends on maintaining good relations with our workforce. In several of our operations, a majority of our workforce is
unionized. For instance, a majority of the hourly employees at our breweries in the United States are represented by unions. Our production may be affected by work stoppages or slowdowns as a result of disputes under existing collective labor
agreements with labor unions. We may not be able to satisfactorily renegotiate our collective labor agreements when they expire and may face tougher negotiations or higher wage and benefit demands. Furthermore, a work stoppage or slowdown at our
facilities could interrupt the transport of raw materials from our suppliers or the transport of our products to our customers. Such disruptions could put a strain on our relationships with suppliers and clients and may have lasting effects on our
business even after the disputes with our labor force have been resolved, including as a result of negative publicity.

Our
production may also be affected by work stoppages or slowdowns that affect our suppliers, distributors and retail delivery/logistics providers as a result of disputes under existing collective labor agreements with labor unions, in connection with
negotiations of new collective labor agreements, as a result of supplier financial distress, or for other reasons.

A strike,
work stoppage or slowdown within our operations or those of our suppliers, or an interruption or shortage of raw materials for any other reason (including but not limited to financial distress, natural disaster, or difficulties affecting a supplier)
could have a material adverse effect on our earnings, financial condition and ability to operate our business.

Information technology
failures could disrupt our operations.

We increasingly rely on information technology systems to process, transmit,
and store electronic information. A significant portion of the communication between our personnel, customers, and suppliers depends on information technology. As with all large systems, our information systems may be vulnerable to a variety of
interruptions due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers or other security issues. These or other similar interruptions could disrupt
our operations, cash flows or financial condition.

We depend on information technology to enable us to operate efficiently
and interface with customers, as well as to maintain in-house management and control. We have also entered into various information technology services agreements (with, among others, IBM, BT and Accenture) pursuant to which our information
technology infrastructure is outsourced.



16



---

##### Table of Contents

In addition, the concentration of processes in shared services centers means that any
disruption could impact a large portion of our business within the operating zones served. If we do not allocate, and effectively manage, the resources necessary to build and sustain the proper technology infrastructure, we could be subject to
transaction errors, processing inefficiencies, loss of customers, business disruptions, or the loss of or damage to intellectual property through security breach. As with all information technology systems, our system could also be penetrated by
outside parties intent on extracting information, corrupting information or disrupting business processes. Such interruptions could disrupt our business and could have a material adverse effect on our business, results of operations, cash flows or
financial condition.

Natural and other disasters could disrupt our operations.

Our business and operating results could be negatively impacted by social, technical or physical risks such as earthquakes, hurricanes,
flooding, fire, power loss, loss of water supply, telecommunications and information technology system failures, political instability, military conflict and uncertainties arising from terrorist attacks, including a global economic slowdown, the
economic consequences of any military action and associated political instability.

Our insurance coverage may not be sufficient.

The cost of some of our insurance policies could increase in the future. In addition, some types of losses, such as
losses resulting from wars, acts of terrorism, or natural disasters, generally are not insured because they are either uninsurable or it is not economically practical to obtain insurance. Moreover, insurers recently have become more reluctant to
insure against these types of events. Should an uninsured loss or a loss in excess of insured limits occur, this could adversely impact our business, results of operations and financial condition.

Risks Related to Our Shares and American Depositary Shares

The market price of our shares and ADSs may be volatile.

The
market price of our shares and ADSs may be volatile as a result of various factors, many of which are beyond our control. These factors include, but are not limited to, the following:



| |  |  | market expectations for our financial performance;
| | - |  | --------------------------------------------------



| |  |  | actual or anticipated fluctuations in our results of operations and financial condition;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | changes in the estimates of our results of operations by securities analysts;
| | - |  | -----------------------------------------------------------------------------



| |  |  | potential or actual sales of blocks of our shares or ADSs in the market by any shareholder or short selling of our shares or ADSs. Any such transaction
could occur at any time or from time to time, with or without notice;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the entrance of new competitors or new products in the markets in which we operate;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | volatility in the market as a whole or investor perception of the beverage industry or of our competitors; and
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | the risk factors mentioned in this section.
| | - |  | -------------------------------------------

The market price of our shares and ADSs may be adversely affected by any of the preceding or other factors regardless of our actual results of operations and financial condition.



17



---

##### Table of Contents

Our controlling shareholder may use its controlling interest to take actions not supported by our
minority shareholders.

As of the last date we were notified of its shareholding, 21 December 2010, our
controlling shareholder (Stichting Anheuser-Busch InBev) owned 41.31% of our shares (and Stichting Anheuser-Busch InBev and certain other entities acting in concert with it held, in the aggregate, 52.49% of our shares), in each case based on the
number of our shares outstanding on 21 December 2010 (see Item 7. Major Shareholders and Related Party TransactionsA. Major Shareholders). Stichting Anheuser-Busch InBev has the ability to effectively control or have a
significant influence on the election of our Board of Directors and the outcome of corporate actions requiring shareholder approval, including dividend policy, mergers, share capital increases, going-private transactions and other extraordinary
transactions. See Item 10. Additional InformationB. Memorandum and Articles of Association and Other Share InformationDescription of the Rights and Benefits Attached to Our Shares for further information in this respect. The
interests and time horizons of Stichting Anheuser-Busch InBev may differ from those of other shareholders. As a result of its influence on our business, Stichting Anheuser-Busch InBev could prevent us from making certain decisions or taking certain
actions that would protect the interests of our other shareholders. For example, this concentration of ownership may delay or prevent a change of control of Anheuser-Busch InBev SA/NV, even in the event that this change of control may benefit other
shareholders generally. Similarly, Stichting Anheuser-Busch InBev could prevent us from taking certain actions that would dilute its percentage interest in our shares, even if such actions would generally be beneficial to us and/or to other
shareholders. These and other factors related to Stichting Anheuser-Busch InBevs holding of a controlling interest in our shares may reduce the liquidity of our shares and ADSs and their attractiveness to investors.

Fluctuations in the exchange rate between the U.S. dollar and the euro may increase the risk of holding our ADSs and shares.

Our shares currently trade on Euronext Brussels in euros and our ADSs trade on the New York Stock Exchange (NYSE) in
U.S. dollars. Fluctuations in the exchange rate between the U.S. dollar and the euro may result in temporary differences between the value of our ADSs and the value of our ordinary shares, which may result in heavy trading by investors seeking to
exploit such differences. This may increase the volatility of, and have an adverse effect on, the price of our shares or ADSs.

In addition, as a result of fluctuations in the exchange rate between the U.S. dollar and the euro, the U.S. dollar equivalent of the
proceeds that a holder of our ADSs would receive upon the sale in Belgium of any shares withdrawn from the American Depositary Receipt (ADR) depositary and the U.S. dollar equivalent of any cash dividends paid in euros on our
shares represented by the ADSs could also decline.

Future equity issuances may dilute the holdings of current shareholders or ADS
holders and could materially affect the market price of our shares or ADSs.

We may in the future decide to offer
additional equity to raise capital or for other purposes. Any such additional offering could reduce the proportionate ownership and voting interests of holders of our shares and ADSs, as well as our earnings per share or ADS and net asset value per
share or ADS, and any offerings by us or our main shareholders could have an adverse effect on the market price of our shares and ADSs.

Investors may not be able to participate in equity offerings, and ADS holders may not receive any value for rights that we may grant.

Our constitutional documents provide for preference rights to be granted to our existing shareholders unless such
rights are disapplied by resolution of our shareholders meeting or the Board of Directors. Our shareholders meeting or Board of Directors may disapply such rights in future equity offerings. In addition, certain shareholders (including
those in the United States, Australia, Canada or Japan) may not be entitled to exercise such rights even if they are not disapplied unless the rights and related shares are registered or qualified for sale under the relevant legislation or
regulatory framework. As a result, there is the risk that investors may suffer dilution of their shareholding should they not be permitted to participate in preference right equity or other offerings that we may conduct in the future.



18



---

##### Table of Contents

If rights are granted to our shareholders, but the ADR depositary is unable to sell rights
corresponding to shares represented by ADSs that are not exercised by, or distributed to, ADS holders, or if the sale of such rights is not lawful or reasonably practicable, the ADR depositary will allow the rights to lapse, in which case ADS
holders will receive no value for such rights.

ADS holders may not be able to exercise their right to vote the shares underlying our
ADSs.

Holders of ADSs may exercise voting rights with respect to the shares represented by our ADSs only in
accordance with the provisions of the deposit agreement. The deposit agreement provides that, upon receipt of a notice of any meeting of holders of our shares, the depositary will, if we so request, distribute to the ADS holders a notice which shall
contain (i) such information as is contained in the notice of the meeting sent by us, (ii) a statement that the ADS holder as of the specified record date shall be entitled to instruct the ADR depositary as to the exercise of voting rights
and (iii) a statement as to the manner in which instructions may be given by the holders.

Holders of ADSs may instruct
the ADR depositary to vote the shares underlying their ADSs, but only if we ask the ADR depositary to ask for their instructions. Otherwise, ADS holders will not be able to exercise their right to vote, unless they withdraw our shares underlying the
ADSs they hold. However, ADS holders may not know about the meeting far enough in advance to withdraw those shares. If we ask for the instructions of ADS holders, the depositary, upon timely notice from us, will notify ADS holders of the upcoming
vote and arrange to deliver our voting materials to them. We cannot guarantee ADS holders that they will receive the voting materials in time to ensure that they can instruct the ADR depositary to vote their shares. In addition, the ADR depositary
and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that ADS holders may not be able to exercise their right to vote, and there may be nothing they can do
if the shares underlying their ADSs are not voted as requested.

ADS holders may be subject to limitations on the transfer of their
ADSs.

ADSs are transferable on the books of the depositary. However, the ADR depositary may refuse to deliver,
transfer or register transfers of ADSs generally when the books of the ADR depositary are closed or if such action is deemed necessary or advisable by the ADR depositary or by us because of any requirement of law or of any government or governmental
body or commission or under any provision of the deposit agreement. Moreover, the surrender of ADSs and withdrawal of our shares may be suspended subject to the payment of fees, taxes and similar charges or if we direct the ADR depositary at any
time to cease new issuances and withdrawals of our shares during periods specified by us in connection with shareholders meetings, the payment of dividends or as otherwise reasonably necessary for compliance with any applicable laws or
government regulations.

Shareholders may not enjoy under Belgian corporate law and our articles of association certain of the rights
and protection generally afforded to shareholders of U.S. companies under U.S. federal and state laws and the NYSE rules.

We are a public limited liability company incorporated under the laws of Belgium. The rights provided to our shareholders under Belgian corporate law and our articles of association differ in certain
respects from the rights that you would typically enjoy as a shareholder of a U.S. company under applicable U.S. federal and/or state laws. In general, the Belgian Corporate Governance Code is a code of best practice applying to listed companies on
a non-binding basis. The Code applies a comply or explain approach, that is, companies may depart from the Codes provisions if they give a reasoned explanation of the reasons for doing so.

We are relying on a provision in the NYSE Listed Company Manual that allows us to follow Belgian corporate law and the Belgian Corporate
Governance Code with regard to certain aspects of corporate governance. This allows us to continue following certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S.
companies listed on the NYSE. In particular, the NYSE rules require a majority of the directors of a listed U.S. company to be independent while, in Belgium, only three directors need be independent. Our board currently comprises four independent
directors and nine non-independent directors. See Item 6. Directors, Senior Management and EmployeesDirectors and Senior ManagementBoard of Directors. The NYSE rules further require that each of the nominating, compensation
and audit committees of a listed U.S. company be comprised entirely of independent directors. However, the Belgian Corporate Governance



19



---

##### Table of Contents

Code recommends only that a majority of the directors on each of these committees meet the technical requirements for independence under Belgian corporate law. Since September 2010, all voting
members of the Audit Committee have been independent under the NYSE rules and Rule 10A-3 of the Securities Exchange Act of 1934. Our Nomination Committee and Remuneration Committee have members who would not be considered independent under NYSE
rules, and therefore our Nomination Committee and Remuneration Committee would not be in compliance with the NYSE Corporate Governance Standards for domestic issuers in respect of independence of these committees. However, both our Nomination
Committee and Remuneration Committee are composed exclusively of non-executive directors who are independent of management and whom we consider to be free of any business or other relationship which could materially interfere with the exercise of
their independent judgment. See Item 6. Directors, Senior Management and EmployeesC. Board PracticesGeneral Information about Our Committees.

Under Belgian corporate law, other than certain limited information that we must make public, our shareholders may not ask for an inspection of our corporate records, while under Delaware corporate law
any shareholder, irrespective of the size of his or her shareholdings, may do so. Shareholders of a Belgian corporation are also unable to initiate a derivative action, a remedy typically available to shareholders of U.S. companies, in order to
enforce a right of Anheuser-Busch InBev, in case we fail to enforce such right ourselves, other than in certain cases of director liability under limited circumstances. In addition, a majority of our shareholders may release a director from any
claim of liability we may have, including if he or she has acted in bad faith or has breached his or her duty of loyalty, provided, in some cases, that the relevant acts were specifically mentioned in the convening notice to the shareholders
meeting deliberating on the discharge. In contrast, most U.S. federal and state laws prohibit a company or its shareholders from releasing a director from liability altogether if he or she has acted in bad faith or has breached his or her duty of
loyalty to the company. Finally, Belgian corporate law does not provide any form of appraisal rights in the case of a business combination.

For additional information on these and other aspects of Belgian corporate law and our articles of association, see Item 10. Additional InformationB. Memorandum and Articles of Association and
Other Share Information. As a result of these differences between Belgian corporate law and our articles of association, on the one hand, and U.S. federal and state laws, on the other hand, in certain instances, you could receive less
protection as a shareholder of our company than you would as a shareholder of a U.S. company.

As a foreign private issuer
in the United States, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC.

As a foreign private issuer, we are exempt from certain rules under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), that impose certain disclosure
obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery
provisions under Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
Accordingly, there may be less publicly available information concerning us than there is for U.S. public companies.

It may be
difficult for investors outside Belgium to serve process on or enforce foreign judgments against us.

We are a Belgian
public limited liability company. Certain of the members of our Board of Directors and Executive Board of Management and certain of the persons named herein are non-residents of the United States. All or a substantial portion of the assets of such
non-resident persons and certain of our assets are located outside the United States. As a result, it may not be possible for investors to effect service of process upon such persons or on us or to enforce against them or us a judgment obtained in
U.S. courts. Original actions or actions for the enforcement of judgments of U.S. courts relating to the civil liability provisions of the federal or state securities laws of the United States are not directly enforceable in Belgium. The United
States and Belgium do not currently have a multilateral or bilateral treaty providing for reciprocal recognition and enforcement of judgments, other than arbitral awards, in civil and commercial matters. In order for a final judgment for the payment
of money rendered by U.S. courts based on civil liability to produce any effect on Belgian soil, it is accordingly required that this judgment be recognized or be declared enforceable by a Belgian court pursuant to the relevant provisions of the
2004 Belgian



20



---

##### Table of Contents

Code of Private International Law. Recognition or enforcement does not imply a review of the merits of the case and is irrespective of any reciprocity requirement. A U.S. judgment will, however,
not be recognized or declared enforceable in Belgium if it infringes upon one or more of the grounds for refusal which are exhaustively listed in Article 25 of the Belgian Code of Private International Law. In addition to recognition or enforcement,
a judgment by a federal or state court in the United States against us may also serve as evidence in a similar action in a Belgian court if it meets the conditions required for the authenticity of judgments according to the law of the state where it
was rendered.

Shareholders in jurisdictions with currencies other than the euro face additional investment risk from currency exchange
rate fluctuations in connection with their holding of our shares.

Any future payments of dividends on shares will be
denominated in euro. The U.S. dollar  or other currency  equivalent of any dividends paid on our shares or received in connection with any sale of our shares could be adversely affected by the depreciation of the euro against
these other currencies.



21



---

##### Table of Contents

|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------

A. HISTORY AND DEVELOPMENT OF THE COMPANY

We are the worlds largest brewing company by volume, and one of the
worlds five largest consumer products companies. As a consumer-centric, sales-driven company, we produce, market, distribute and sell a strong, balanced portfolio of well over 200 beer brands. These include global flagship brands Budweiser,
Stella Artois and Becks; multi-country brands such as Leffe and Hoegaarden; and many local champions such as Bud Light, Skol, Brahma, Quilmes, Michelob, Harbin, Sedrin, Klinskoye, Sibirskaya Korona, Chernigivske and Jupiler. We
also produce and distribute soft drinks, particularly in Latin America.

Our brewing heritage and quality are rooted in
brewing traditions that originate from the Den Hoorn brewery in Leuven, Belgium, dating back to 1366, and those of Anheuser & Co. brewery, established in 1852 in St. Louis, U.S.A. As of 31 December 2010, we employed approximately
114,000 people, with operations in 23 countries across the world. Given the breadth of our operations, we are organized along seven business zones or segments: North America, Latin America North, Latin America South, Western Europe,
Central & Eastern Europe, Asia Pacific and Global Export & Holding Companies. The first six correspond to specific geographic regions in which our operations are based. As a result, we have a global footprint with a balanced
exposure to developed and developing markets and production facilities spread across our six geographic regions.

On
18 November 2008, we completed our combination with Anheuser-Busch, the largest brewer of beer and other malt beverages in the United States. Following completion of the Anheuser-Busch acquisition, we have significant brewing operations within
our North America business zone. The North America business zone accounted for 32.5% of our consolidated volumes for the year ended 31 December 2010. Through the Anheuser-Busch acquisition, we acquired non-controlling interests in Grupo Modelo
and Tsingtao as well as a number of subsidiaries that conduct various other business operations, including one of the largest theme park operators in the United States, a major manufacturer of aluminum cans and one of the largest recyclers of
aluminum cans in the United States by weight. The equity interest in Tsingtao, the theme park operations and a part of the beverage can and lid operations were sold during 2009.

We also have significant exposure to fast-growing emerging markets in Latin America North (which accounted for 30.1% of our consolidated
volumes in the year ended 31 December 2010), Asia Pacific (which accounted for 12.6% of our consolidated volumes in the year ended 31 December 2010) and Latin America South (which accounted for 8.5% of our consolidated volumes in the year
ended 31 December 2010).

Our 2010 volumes (beer and non-beer) were 399 million hectoliters and our revenue amounted
to USD 36.3 billion.

Registration and Main Corporate Details

Anheuser-Busch InBev SA/NV was incorporated on 2 August 1977 for an unlimited duration under the laws of Belgium under the original
name BEMES. It has the legal form of a public limited liability company (naamloze vennootschap/société anonyme). Its registered office is located at Grand-Place/Grote Markt 1, 1000 Brussels, Belgium, and it is registered with
the Register of Legal Entities of Brussels under the number 0417.497.106. Our global headquarters are located at Brouwerijplein 1, 3000 Leuven, Belgium (tel.: +32 16 27 61 11). Our agent in the United States is
Anheuser-Busch InBev Services LLC, 250 Park Avenue, 2nd Floor, New York, NY 10177.

We are a publicly traded company, listed
on Euronext Brussels under the symbol ABI. ADSs representing rights to receive our ordinary shares trade on the NYSE under the symbol BUD.



22



---

##### Table of Contents

History and Development of the Company

Our roots can be traced back to Den Hoorn in Leuven, which began making beer in 1366. In 1717 Sébastien Artois, master brewer of
Den Hoorn, took over the brewery and renamed it Sébastien Artois.

In 1987, the two largest breweries in Belgium
merged: Brouwerijen Artois NV, located in Leuven, and Brasserie Piedboeuf SA, founded in 1853 and located in Jupille, resulting in the formation of Interbrew SA (Interbrew). Following this merger, Interbrew acquired a
number of local breweries in Belgium. By 1991, a second phase of targeted external growth began outside Belgiums borders. The first transaction in this phase took place in Hungary with the acquisition of Borsodi Sorgyar in 1991, followed in
1995 by the acquisition of John Labatt Ltd. in Canada and then in 1999 by a joint venture with SUN Brewing in Russia.

Interbrew operated as a family-owned business until December 2000, the time of its initial public offering on Euronext Brussels.

The last decade has been marked by increasing geographical diversification, seeing Interbrew move into new areas or
strengthen its operations in countries or regions in which it had previously acquired a foothold. In 2000, Interbrew acquired Bass Brewers and Whitbread Beer Company in the United Kingdom, and in 2001 it established itself in Germany with the
acquisition of Brauerei Diebels GmbH & Co KG. This was followed by the acquisition in 2002 of Brauerei Beck GmbH & Co KG. and of the Gilde Group. In 2002, Interbrew strengthened its position in China by acquiring stakes
in the K.K. Brewery and the Zhujiang Brewery. In 2004, Interbrew acquired Spaten-Franziskaner Bräu KGaA.

2004 marked a
significant event in our history: the combination of Interbrew and AmBev, a Brazilian company listed (and currently still listed) on the New York Stock Exchange and on the São Paulo Stock Exchange, resulting in the creation of InBev. At the
time of the combination, AmBev was the worlds fifth largest brewer, with a significant presence in the Brazilian market, as well as strong positions throughout Latin America. As of 31 December 2010, we had a 74.02% voting interest in
AmBev, and a 61.86% economic interest.

In 2003, we also acquired, through AmBev, our initial 50.64% interest in Quilmes
Industrial S.A. (Quinsa) as part of the Interbrew-AmBev combination, thereby strengthening our foothold in Argentina, Bolivia, Chile, Paraguay and Uruguay. Following a series of transactions as a result of which AmBevs
equity interest in Quinsa increased to approximately 91%, on 28 December 2007 AmBev launched a voluntary offer to purchase the outstanding shares of Quinsa that were not owned by AmBev or its subsidiaries. On 12 February 2008, when the
voluntary offer to purchase expired, AmBevs voting interest in Quinsa increased to 99.56% and its economic interest increased to 99.26%. After continued purchases of shares in 2008 from Quinsas minority shareholders by AmBevs
subsidiary, Dunvegan S.A., AmBev increased its voting interest in Quinsa to approximately 99.83% and its economic interest to approximately 99.81%.

During 2010, we conducted a series of corporate restructurings with a view to simplify the legal ownership and the corporate structure of AmBevs subsidiaries controlling our operations in Latin
America South. As part of this restructuring, Quinsa was liquidated and Labatt Holding A/S became the direct owner of shares representing 99.99% of the corporate capital and votes in Quilmes International (Bermuda) Ltd., which holds direct or
indirect control of our operating subsidiaries in Latin America South. This restructuring had no impact on our Zone structure.

The AmBev and Quinsa transactions allowed InBev to position itself in the Latin American beer market and also to gain a presence in the
soft drinks market (as AmBev is PepsiCos largest bottler in the world).

In 2004, InBev acquired the China brewery
activities of the Lion Group.

In August 2004, InBev and Sun Trade (International) Ltd. (Sun Trade), the
controlling shareholders of Sun Interbrew Ltd. reached an agreement whereby InBev acquired Sun Trades voting and economic interests in Sun Interbrew Ltd. In addition, the existing shareholders agreement between Sun Trade and InBev in relation
to Sun Interbrew was terminated. In January 2005, InBev reached an agreement with Alfa-Eco, whereby InBev acquired all



23



---

##### Table of Contents

of Alfa-Ecos holding of voting and non-voting shares in Sun Interbrew Ltd. On completion of this transaction and the transaction with Sun Trade, and taking into consideration market
purchases, InBev owned 97.3% of the voting shares and 98.8% of the non-voting shares in Sun Interbrew Ltd. which represented, in total, a 98.5% economic interest in Sun Interbrew Ltd. In May 2005, InBev closed its offer to acquire the remaining
minority interests in Sun Interbrew Ltd. On completion of the offer, InBev owned a 99.8% economic interest in Sun Interbrew Ltd.

In 2006, InBev acquired Fujian Sedrin Brewery Co. Ltd., the largest brewer in the Fujian province of China, making InBev a major brewer in China, the worlds largest beer market by volume.
The acquisition of the Sedrin brand also allowed InBev to strengthen its Chinese products portfolio.

In 2007, Labatt Brewing
Company Limited (Labatt) acquired Lakeport Brewing Income Fund in Canada, securing a strong presence for us in the growing value category in Ontario. 2007 also marked the acquisition of Cervejarias Cintra Indústria e
Comércio Ltda (Cintra) by AmBev, thereby enabling AmBev to expand production capacity to meet the continuing increase in demand in the beer and soft drink markets in Brazil. The initial transaction did not include the
brands and distribution assets of Cintra. In January 2008, AmBev reached an agreement for the purchase of the Cintra brands, and these brands were subsequently sold to the Brazilian brewer Schincariol in May 2008.

In May 2007, InBev announced a long-term joint venture agreement with the RKJ group, a leading beverage group operating in India. As of
1 April 2009, the joint venture vehicle began selling, marketing and distributing Budweiser in India. We expect that the venture will build a meaningful presence in India over time.

In March 2008, InBev reached an agreement with its Chinese partner in the InBev Shiliang (Zhejiang) Brewery to increase InBevs
stake in this business to 100%. The deal was approved by the relevant authorities in June 2008. This step enabled InBev to strengthen its position in the Zhejiang province in China.

On 13 July 2008, InBev and Anheuser-Busch announced their agreement to combine the two companies by way of an offer by InBev of
USD 70 per share in cash for all outstanding shares of Anheuser-Busch. The total amount of funds necessary to consummate the Anheuser-Busch acquisition was approximately USD 54.8 billion, including the payment of
USD 52.5 billion to shareholders of Anheuser-Busch, refinancing certain Anheuser-Busch indebtedness, payment of all transaction charges, fees and expenses and the amount of fees and expenses and accrued but unpaid interest to be paid on
Anheuser-Buschs outstanding indebtedness. InBev shareholders approved the Anheuser-Busch acquisition at InBevs extraordinary shareholders meeting on 29 September 2008 and, on 12 November 2008, a majority of Anheuser-Busch
shares voted to approve the transaction at a special shareholders meeting of Anheuser-Busch. The Anheuser-Busch acquisition was completed, and the certificate of merger filed, on 18 November 2008. For further details of the Anheuser-Busch
acquisition, see Item 10. Additional InformationC. Material Contracts.

In November 2008, InBev agreed to
divest the assets of InBev USA LLC as a condition for clearance from the U.S. Department of Justice for our acquisition of Anheuser-Busch. On 13 March 2009, we announced that we had completed the sale of the assets of InBev USA LLC
(d/b/a Labatt USA) to an affiliate of KPS Capital Partners, LP. Under the terms of the agreement announced on 23 February 2009, KPS Capital Partners, LP acquired the assets of Labatt USA and an exclusive license, granted by Labatt,
(i) to brew Labatt branded beer in the United States or Canada solely for sale for consumption in the United States; (ii) to distribute, market and sell Labatt branded beer for consumption in the United States; and (iii) to use the
relevant trademarks and intellectual property to do so. On 11 August 2009, the U.S. District Court for the District of Columbia gave final approval to the settlement proposed by the U.S. Department of Justice in connection with our acquisition.

Beginning in 2003, Anheuser-Busch participated in a strategic alliance with Tsingtao, one of the largest brewers in China and
producer of the Tsingtao brand. Through the Anheuser-Busch acquisition, we acquired Anheuser-Buschs 27% economic ownership interest and a 20% voting interest in Tsingtao. On 30 April 2009, we completed the sale of a 19.9% minority stake
in Tsingtao to Asahi Breweries, Ltd. As a result of the transaction, Asahi Breweries, Ltd became Tsingtaos second largest shareholder. Tsingtao Brewery Group remained the largest shareholder in Tsingtao. On 8 May 2009, we
announced that we had entered into an agreement with a private investor, Mr. Chen Fashu, to sell our remaining 7% stake in Tsingtao. On 5 June 2009, we announced that the transaction had closed.



24



---

##### Table of Contents

On 24 July 2009, we completed the sale of our South Korean subsidiary, Oriental
Brewery, to an affiliate of Kohlberg Kravis Roberts & Co. L.P. for USD 1.8 billion, which resulted in USD 1.5 billion of cash proceeds and receipt of a USD 0.3 billion note receivable at closing. On 12 March 2010, the note
receivable was sold for USD 0.3 billion in cash. Under the terms of the agreement, we will continue our relationship with Oriental Brewery through granting Oriental Brewery exclusive licenses to distribute certain brands in South Korea including
Budweiser, Bud Ice and Hoegaarden, and by having an ongoing interest in Oriental Brewery through an agreed earn-out. In addition, we have the right, but not the obligation, to reacquire Oriental Brewery five years after the closing of the
transaction based on predetermined financial terms.

On 29 September 2009, we completed the sale of our Tennents
Lager brand and associated trading assets in Scotland, Northern Ireland and the Republic of Ireland (part of InBev UK Limited) to C&C Group plc for a total enterprise value of GBP 180 million. Included in the sale were the Glasgow Wellpark
Brewery in Scotland, where Tennents Lager is brewed, rights to the Tennents Lager brand itself, Tennents Ales and assets located in Scotland, Northern Ireland and the Republic of Ireland. As part of the agreement, we appointed
C&C Group as distributor of certain of our brands in Scotland, Northern Ireland and the Republic of Ireland, and C&C Group granted us a license to use the Tennents Super and Tennents Pilsner brands in certain jurisdictions.

On 1 October 2009, we completed the sale of four metal beverage can and lid manufacturing plants from our U.S. metal
packaging subsidiary, Metal Container Corporation, to Ball Corporation for approximately USD 577 million. The divested plants were primarily responsible for the production of cans for soft drinks. In connection with this transaction, Ball
Corporation entered into a long-term supply agreement to continue to supply us with metal beverage cans and lids from the divested plants and committed, as part of the acquisition agreement, to offer employment to each active employee of the plants.

On 1 December 2009, we completed the sale of our indirect wholly-owned subsidiary, Busch Entertainment Corporation, to
an entity established by Blackstone Capital Partners V L.P. for up to USD 2.7 billion. The purchase price was comprised of a cash payment of USD 2.3 billion and a right to participate in Blackstone Capital Partners return on its initial
investment, which is capped at USD 400 million.

On 2 December 2009, we completed the sale of our Central European
operations to CVC Capital Partners for an enterprise value of USD 2.2 billion, of which USD 1.6 billion was cash, USD 448 million was received as an unsecured deferred payment obligation with a six-year maturity and USD 165 million
represents the estimated value to minorities. We also received additional rights to a future payment estimated up to USD 800 million contingent on CVCs return on its initial investments. As a result of the sale, we recorded a capital gain
of approximately USD 1.1 billion. Under the terms of the agreement, our operations in Bosnia & Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, Romania, Serbia and Slovakia were sold. CVC Capital Partners agreed to brew
and/or distribute Stella Artois, Becks, Löwenbräu, Hoegaarden, Spaten and Leffe in the above countries under license from us. In addition, we have a right of first offer to reacquire the business should CVC Capital Partners decide to
sell in the future.

By the end of 2009, we had completed our formal divestiture program resulting from the Anheuser-Busch
acquisition, exceeding our target of USD 7 billion, with approximately USD 9.4 billion of asset disposals of which approximately USD 7.4 billion were realized cash proceeds. We may continue to dispose of additional assets or businesses within the
normal course of business, and expect to utilize the proceeds, in part, from any such disposals to repay indebtedness incurred to finance the Anheuser-Busch acquisition.

On 20 October 2010, AmBev and Cerveceria Regional S.A. closed a transaction pursuant to which they combined their businesses in Venezuela, with Regional owning an 85% interest and AmBev owning the
remaining 15% in the new company, which may be increased to 20% over the next four years. This transaction was not material to us. Additionally, in 2010, we did not make any acquisitions or disposals that were material to us.

On 28 February 2011, we closed a transaction with Dalian Daxue Group Co., Ltd and Kirin (China) Investment Co., Ltd to acquire a 100%
equity interest in Liaoning Dalian Daxue Brewery Co., Ltd., which is among the top three breweries in Liaoning province. Daxue brews, markets and distributes major beer brands including Daxue, Xiao Bang and Da
Bang which are popular beer brands in the south of Liaoning province, with a total sales volume of over 2 million hl in 2010. This transaction is not material to us.

On 7 March 2011, we entered into an agreement with Henan Weixue Beer Group Co. Ltd to acquire its brands (Weixue and JiGongshan), assets and business, including its Xinyang brewery, Zhengzhou brewery and
Gushi Brewery. This transaction is subject to customary approvals under Chinese law and is not material to us.

On 28 March
2011, we agreed to purchase Fulton Street Brewery LLC, also known as Goose Island, a Midwest craft brewer in the United States. Goose Island brews ales, such as 312 Urban Wheat Ale, Honkers Ale, India Pale Ale, Matilda, Pere Jacques, Sofie and a
wide variety of seasonal draft only and barrel-aged releases, including Bourbon County Stout, the original bourbon barrel-aged beer. The transaction, subject to customary closing conditions, is expected to close in the second quarter of 2011. This
transaction is not material to us.

For further details of our principal capital expenditures and divestitures, see Item
5. Operating and Financial ReviewG. Liquidity and Capital ResourcesInvestments and Disposals.



25



---

##### Table of Contents

B. BUSINESS OVERVIEW

1. STRENGTHS AND STRATEGY

Strengths

We believe that the following key strengths will drive
the realization of our strategic goals and reinforce our competitive position in the marketplace:

Global platform with
strong market positions in key markets

We are the worlds largest brewing company and believe we hold leading market
positions in 19 markets. We have strong market positions based on strong brands and benefit from scale. We believe this positions us well to deploy significant resources in sales and marketing to build and maintain our brands, achieve attractive
sourcing terms, generate cost savings through centralization and produce a lean cost structure. Our global reach provides us with a strong platform to grow our global and multi-country brands, while developing local brands tailored to regional
tastes. We benefit from a global distribution network which, depending on the location, is either owned by us or is based on strong partnerships with wholesalers and local distributors.

We believe that in 2010 the approximate industry volumes and our approximate market shares by volume in the worlds six largest beer
markets by volume are as follows:



|               |  |                                            |     |  |                   |  |      | 
|-------------- |  | ------------------------------------------ | --- |  | ----------------- |  | ---- | 
|               |  | Totalindustryvolume(millionhectoliters)(1) |     |  | Ourmarketshare(%) | 
|China          |  |                                            | 448 |  |                   |  | 11.1 | 
|United States  |  |                                            | 241 |  |                   |  | 48.3 | 
|Brazil         |  |                                            | 120 |  |                   |  | 70.1 | 
|Russia         |  |                                            | 102 |  |                   |  | 15.8 | 
|Germany        |  |                                            | 87  |  |                   |  | 8.8  | 
|United Kingdom |  |                                            | 44  |  |                   |  | 21.2 | 



Note:



|(1) | Total industry volume figures are based on total beer industry sales or consumption volumes in the relevant market, except for the China volume figures, which are based
on total industry production volumes, and Russia volume figures, which are based on retail audits. Sources: ChinaNational Statistic Bureau (SSB); United StatesBeverage Market Corp.; BrazilAC Nielsen Audit Retail;
RussiaBusiness Analytica (off-trade beer volume); GermanyDeutscher Brauer-Bund; United KingdomBritish Beer and Pub Association.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Since the completion of the Anheuser-Busch acquisition and the combination of InBev and Anheuser-Busch, we have been the global leader in the brewing industry by volume and, measured by EBITDA, as
defined, for 2010, we are ranked among the top five consumer products companies worldwide. The Anheuser-Busch acquisition significantly enhanced our position in the United States, one of the most stable and profitable beer markets in the world, and
in China, the worlds largest beer market by volume. Management believes that it can realize significant upside potential by continuing to roll out Anheuser-Buschs brands using our global distribution platform.

Geographical diversification

Our geographically diversified platform balances the growth opportunities of emerging markets with the stability and strength of mature markets. With significant operations in both the Southern and
Northern Hemispheres, we benefit from a natural hedge against market, economic and seasonal volatility.



26



---

##### Table of Contents

The Anheuser-Busch acquisition has enhanced our geographic diversity and has provided an
even more solid balance between high-growth emerging markets and stable mature markets. Mature markets represented approximately 54% of our 2010 operating profit.

Strong brand portfolio with global, multi-country and local brands

Our
strong brand portfolio addresses a broad range of demand for different types of beer and offers a range of international and local brands in our Zones in three brand categories:



| |  |  | Global brands: Capitalizing on common values and experiences which appeal to consumers across borders, global flagship brands such as Budweiser,
Becks and Stella Artois have the strength to be marketed worldwide;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Multi-country brands: With a strong consumer base in their home market, multi-country brands such as Leffe and Hoegaarden bring international
flavor to selected markets, connecting with consumers across continents; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Local brands: Offering locally popular tastes, local brands such as Bud Light, Skol, Brahma, Quilmes, Michelob, Harbin, Sedrin, Klinskoye,
Sibirskaya Korona, Chernigivske, Antarctica, and Jupiler connect particularly well with consumers in their home markets.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our strategy is to focus our portfolio on premium brands. As a result, we undertake clear brand choices and seek to invest in those brands that build deep connections with consumers and meet their needs.
We seek to replicate our successful brand initiatives and best practices across geographic markets.

Strong innovation and
brand development capabilities

As a consumer-centric, sales-driven company, we continue to strive to understand the
values, lifestyles and preferences of both todays and tomorrows consumers, building fresh appeal and competitive advantage through innovative products and services tailored to meet those needs. We believe that consumer demand can be best
anticipated by a close relationship between our innovation and insight teams in which current and expected market trends trigger and drive research processes. Successful examples of recently developed products include Skol 360° (Brazil),
Budweiser Select 55 (United States), Stella Artois Black and Bud 66 (United Kingdom), Klinskoye Fresh (Russia), Budweiser Lime (China), and Budweiser 4 (Canada).

We believe that our excellence programs, including our World Class Commercial Program, are one of our competitive advantages. As part of our consumer-centric, sales-driven approach, we have
established an integrated marketing and sales execution program, the World Class Commercial Program, which is designed to continuously improve the quality of our sales and marketing capabilities and processes by ensuring they are
understood and consistently followed. We believe our World Class Commercial Program in sales contributed to the success of our sales practices and we therefore extended this program to our marketing practices. During 2010, this program achieved
effective global alignment in our key markets by facilitating shared processes in marketing and sales.

Strict financial discipline

World-class efficiency has been, and remains, a long-term objective for us across all lines of business and markets as well as under all economic circumstances. Avoiding unnecessary costs is a core
component of our culture. We distinguish between non-working and working expenses, the latter having a direct impact on sales volumes or revenues. We currently have a greater focus on reducing non-working expenses, given that
they are incurred independently from sales volumes or revenues and without immediate benefit to consumers. By maintaining strict financial discipline and turning non-working expenses into working expenses, our CostConnectWin
model aims to fund sustainable sales and marketing efforts throughout an economic cycle in order to connect with our customers and win by achieving long-term, profitable growth. We have a number of group-wide cost efficiency programs in place,
including:



27



---

##### Table of Contents

| |  |  | Zero-Based Budgeting or ZBB: Under ZBB, budget decisions are unrelated to the previous years levels of expenditure and require
justification starting from a zero base each year. Employee compensation is closely tied to delivering on zero-based budgets. ZBB has already been successfully adopted in Latin America North, Latin America South, Canada, China, Central &
Eastern Europe, and Western Europe as well as at global headquarters, and ZBB planning was introduced in the United States in 2009;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Voyager Plant Optimization or VPO: VPO aims to bring greater efficiency and standardization to our brewing operations and to generate cost
savings, while at the same time improving quality, safety and the environment. VPO also entails assessment of our procurement processes to maximize purchasing power and to help us achieve the best results when purchasing a range of goods and
services. Behavioral change towards greater cost awareness is at the core of this program, and comprehensive training modules have been established to assist our employees with the implementation of VPO in their daily routines.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, we have set up business service centers across our business zones which focus on transactional
and support activities within our group. The centers help standardize working practices and identify and disseminate best practices.

We expect the Anheuser-Busch acquisition to generate at least USD 2.25 billion of cost savings from the time of acquisition to the end of 2011. USD 250 million of cost saving synergies
were delivered in 2008, USD 1.11 billion in 2009, USD 620 million in 2010, and the balance expected in 2011.

The cost savings fall into four categories:



| |  |  | implementation of ZBB and Blue Ocean cost saving programs (as defined below);
| | - |  | -----------------------------------------------------------------------------



| |  |  | benefits of scale resulting in lower procurement costs;
| | - |  | -------------------------------------------------------



| |  |  | manufacturing best practices resulting in more efficient use of existing capacity; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | other, including the benefit of synergies in China and the United Kingdom.
| | - |  | --------------------------------------------------------------------------

The estimated cost savings are calculated by comparing the Anheuser-Busch U.S. cost base before the Anheuser-Busch acquisition, corrected
for inflation, to the costs of our U.S. operations since the Anheuser-Busch acquisition and the cost forecast for our U.S. operation for the years 2009-2011 (as reflected in our three-year business plan). We perform this comparison by benchmarking
activities at a low level of granularity, down to the level of individual cost centers for the current budget year. The synergies figures represent amounts estimated to be achieved by the combined businesses in the relevant period. For 2009 and
2010, we estimated the value of the synergies obtained by comparing the cost base of Anheuser-Busch for the full year 2009 to the full year 2008 and the full year 2010 to the full year 2009, respectively. For 2008, we compared the cost base for the
fourth quarter of 2008 to the fourth quarter of 2007. The 2009 and 2010 savings mainly resulted from the implementation of ZBB, with some savings from procurement, manufacturing best practices and other activities in the United Kingdom and China.
The 2008 savings mainly resulted from savings triggered by the Blue Ocean program implemented by Anheuser-Busch in anticipation of the acquisition and by some ZBB savings.

In addition to the aforementioned cost synergies, management believes that the Anheuser-Busch acquisition has added and will continue to add substantial value through the exchange of best practices in
areas such as sales, distribution, marketing and corporate social responsibility. We believe that the disciplined programs of sales and marketing execution of our group companies can be combined to achieve a best-in-class commercial program.
Anheuser-Buschs Blue Ocean program is a cost reduction initiative commenced by Anheuser-Busch prior to the completion of the acquisition, which is aimed at cost savings and process improvements across all areas of that company, including
through process benchmarking in Anheuser-Buschs breweries, energy and environmental initiatives to reduce its reliance on natural gas and fuel oil, supply chain savings, improved materials usage, business process redesign using technology to
further centralize Anheuser-Buschs brewing control rooms and automation of



28



---

##### Table of Contents

its warehouse functions, the implementation of a new early retirement program for salaried Anheuser-Busch employees, reorganizations aimed at enhancing efficiency and effectiveness, reducing
overhead growth and achieving widespread reductions in non-salary spending.

Experienced management team with a strong
track record of delivering synergies through business combinations

During the last two decades, our management (or the
management of our predecessor companies) has executed a number of merger and acquisition transactions of varying sizes, with acquired businesses being successfully integrated into our operations, realizing significant synergies. Notable examples
include:



| |  |  | the creation of AmBev in 2000 through the combination of Brahma and Antarctica. Between 2000 and 2004, operating income after financial income and
financial expense increased from 331.7 million reais to 2,163.3 million reais;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the acquisition of Becks in 2002, which today is the number one German beer in the world, with distribution in over 80 countries;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | the combination of AmBev and Quilmes in 2003, where Quilmes operating profit increased substantially from 2003 to 2008;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | AmBev gaining control of Labatt in 2004, where profitability increased by approximately 10% within the first three years;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | the creation of InBev in 2004, through the combination of AmBev and Interbrew, where operating profit margin has increased from 11.9% on a standalone
basis in 2003 to 22.7% in 2008; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our successful merger and integration of the Anheuser-Busch and InBev businesses to date.
| | - |  | -----------------------------------------------------------------------------------------

Our strong track record also extends to successfully integrating portfolios of brands such as Spaten-Löwenbräu in 2003 and
leveraging cross-selling potential and distribution networks such as the distribution of Stella Artois through AmBevs channels in Latin America.

Strategy

Our strategy is based on our dream to be the Best
Beer Company in a Better World

The guiding principle for our strategy is a dream to be the Best Beer Company
in a Better World by uniting strong brand development, sales execution and best-in-class efficiency with the role of a responsible global corporate citizen. The Best Beer Company element relates primarily to our aim of maintaining
highly profitable operations in all markets with leading brands and market positions where we operate. The term Better World articulates our belief that all stakeholders will benefit from good corporate citizenship, finding its
expression in the concept of responsible enjoyment. We discourage consumers from excessive or underage drinking through marketing campaigns aimed at moderate and legal consumption, as outlined in our Commercial Communications Code.

Four pillars are fundamental to our future strategic positioning

First, we aim to win consumers and secure loyalty through our strong brand portfolio.



| |  |  | In a rapidly changing marketplace, we seek to continue to focus on understanding customer needs. We aim to achieve high levels of customer orientation
in our brand portfolio by positioning it to deliver on consumer demands.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29



---

##### Table of Contents

| |  |  | Our goal is to deliver volume growth in excess of market growth through brand strength, continued premiumization of our brand portfolio, and sales and
marketing investment. We aim to grow revenue ahead of volume growth.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We intend to further strengthen brand innovation in order to stay ahead of market trends and maintain consumer appeal.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

Second, we intend to win points of connection with consumers through world-class consumer programs.



| |  |  | In partnership with distributors, off-trade retailers and on-trade points of sale, we seek to further improve the combination of brand appeal and
purchasing experience for the consumer, driven by sustainable marketing investments.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We intend to further enhance our focus on sales management and marketing by responsibly connecting with new classes of consumers of drinking age.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have established a number of consumer-dedicated activities, such as specific outdoor events, which are designed to provide consumers with a brand
experience that exceeds the pure enjoyment of beer.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Third, we strive to continuously improve efficiency and
to continue our strong track record in margin enhancements by unlocking the potential for variable and fixed cost savings.



| |  |  | We aim to maintain long-term cost increases at below inflation, benefiting from the application of cost efficiency programs such as ZBB and VPO, as
well as from our scale and from hedging commodity prices.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our management believes cost savings are not yet fully realized across all geographies, and remains committed to its target of long-term margin
improvement.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

Finally, building on the successful integration of Anheuser-Busch and InBev, we seek to
continue to drive external growth opportunities through selected acquisitions.



| |  |  | Our management has repeatedly demonstrated its ability to successfully integrate acquisitions and drive revenue growth ahead of our competitors.
External growth will remain a cornerstone of our strategic focus.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The combination of Anheuser-Busch and InBev has provided us with significant global scale.
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | We see significant opportunities to continue to internationalize Anheuser-Buschs key brands, build on greater scale in the North American market
and benefit from significant cost synergies.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our management anticipates that our combined company will continue to be highly cash-generative which, along with diligent use of capital and active
working capital management, is expected to contribute to our objective of rapid de-leveraging.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

General
factors facilitate the implementation of our corporate strategy

We have identified certain key tools which we believe will
enable us to implement our corporate strategy, including:



| |  |  | an open innovation policy at all levels, aimed at revitalizing the beer category and increasing our market share;
| | - |  | -----------------------------------------------------------------------------------------------------------------



30



---

##### Table of Contents

| |  |  | a strong company culture, investing in people and maintaining a strong target-related compensation structure; and
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | best-in-class financial discipline spread throughout the whole organization.
| | - |  | ----------------------------------------------------------------------------

2. PRINCIPAL ACTIVITIES AND PRODUCTS

We produce, market, distribute and sell a strong, balanced portfolio of well over 200 beer brands and have a global footprint with a balanced exposure to developed and developing markets and production
facilities spread across our six geographic regions.

We are a consumer-centric, sales-driven company. Consequently, our
production facilities and other assets are predominantly located in the same geographical areas as our customers. We set up local production when we believe that there is substantial potential for local sales that cannot be addressed in a cost
efficient manner through exports or third-party distribution into the relevant country. Local production also helps us to reduce, although it does not eliminate, our exposure to currency movements.

The table below sets out the main brands we sell in the markets listed below.



|                      |  |                                  |  |                      |  |                                                                                                   
|--------------------- |  | -------------------------------- |  | -------------------- |  | --------------------------------------------------------------------------------------------------
|Market                |  | Global brands                    |  | Multi-country brands |  | Local brands                                                                                      
|North America         |  |                                  |  |                      |  |                                                                                                   
|                      |  |                                  | 
|Canada                |  | Becks, Budweiser, Stella Artois |  | Hoegaarden, Leffe    |  | Beer: Alexander Keiths, Bass, Bud Light, Kokanee, Labatt, Lakeport, Lucky                        
|                      |  |                                  | 
|Mexico (Grupo Modelo) |  | Budweiser                        |  |                      |  | Beer:Corona, Bud Light                                                                            
|                      |  |                                  | 
|United States         |  | Becks, Budweiser, Stella Artois |  | Hoegaarden, Leffe    |  | Beer: Bass, Brahma, Bud Light, Busch, Land Shark, Michelob, Natural Light, Rolling Rock, Shock Top
|                      |  |                                  | 
|Latin America         |  |                                  |  |                      |  |                                                                                                   
|                      |  |                                  | 
|Argentina             |  | Budweiser, Stella
Artois         |  |                     |  | Beer: Andes, Brahma, Norte, Patagonia, QuilmesSoft drinks: 7UP, Pepsi, H20h                       
|                      |  |                                  | 
|Bolivia               |  | Stella Artois                    |  |                     |  | Beer: Ducal, Paceña, Taquiña Soft drinks: 7UP, Pepsi                                              
|                      |  |                                  | 
|Brazil                |  | Budweiser, Stella
Artois         |  | Hoegaarden, Leffe    |  | Beer:Antarctica, Bohemia, Brahma, SkolSoft drinks: Guaraná Antarctica, Pepsi                      
|                      |  |                                  | 
|Chile                 |  | Budweiser, Stella
Artois         |  |                     |  | Beer: Baltica, Becker, Brahma                                                                     
|                      |  |                                  | 
|Dominican Republic    |  | Budweiser                        |  |                     |  | Beer: BrahmaSoft drinks: Pepsi, 7UP, Red Rock                                                     
|                      |  |                                  | 
|Ecuador               |  | Budweiser                        |  |                     |  | Beer:Brahma                                                                                       
|                      |  |                                  | 
|Guatemala             |  |                                 |  |                     |  | Beer:Brahva                                                                                       
|                      |  |                                  | 
|Paraguay              |  | Budweiser, Stella Artois         |  |                     |  | Beer: Baviera, Brahma, Ouro Fino, Pilsen                                                          
|                      |  |                                  | 
|Peru                  |  | Stella Artois                    |  |                     |  | Beer: Brahma, ZendaSoft drinks: Concordia, Pepsi, 7UP, Triple Kola                                
|                      |  |                                  | 
|Uruguay               |  | Budweiser, Stella
Artois         |  |                     |  | Beer: Pilsen, Norteña, Patricia Soft drinks: 7UP, Pepsi, H20h                                     
|                      |  |                                  | 
|Western Europe        |  |                                  |  |                      |  |                                                                                                   
|                      |  |                                  | 
|Belgium               |  | Becks, Budweiser, Stella
Artois |  | Hoegaarden, Leffe    |  | Beer: Belle-Vue, Jupiler                                                                          
|                      |  |                                  | 
|France                |  | Becks,
Budweiser, Stella Artois |  | Hoegaarden, Leffe    |  | Beer: Belle-Vue, Boomerang, Loburg                                                                
|                      |  |                                  | 
|Germany               |  | Becks                           |  | Hoegaarden, Leffe    |  | Beer: Diebels, Franziskaner, Haake-Beck, Hasseröder, Löwenbräu, Spaten                            
|                      |  |                                  | 
|Luxembourg            |  | Becks, Stella
Artois            |  | Hoegaarden, Leffe    |  | Beer: Diekirch, Jupiler, Mousel                                                                   
|                      |  |                                  | 
|Netherlands           |  | Becks, Stella
Artois            |  | Hoegaarden, Leffe    |  | Beer: Dommelsch, Jupiler, Hertog Jan                                                              



31



---

##### Table of Contents

|                         |  |                                  |  |                      |  |                                                                            
|------------------------ |  | -------------------------------- |  | -------------------- |  | ---------------------------------------------------------------------------
|Market                   |  | Global brands                    |  | Multi-country brands |  | Local brands                                                               
|                         |  |                                  | 
|United Kingdom           |  | Becks,
Budweiser, Stella Artois |  | Hoegaarden, Leffe    |  | Beer: Bass, Boddingtons, Brahma, Whitbread                                 
|                         |  |                                  | 
|Italy                    |  | Becks,
Budweiser, Stella Artois |  | Hoegaarden, Leffe    |  | Beer: Franziskaner, Löwenbräu, Spaten                                      
|                         |  |                                  | 
|Central & Eastern Europe |  |                                  |  |                      |  |                                                                            
|                         |  |                                  | 
|Russia                   |  | Becks, Bud, Stella
Artois       |  | Hoegaarden, Leffe    |  | Beer: Bagbier, Brahma, Klinskoye, Löwenbräu, Sibirskaya Korona, T. Tolstiak
|                         |  |                                  | 
|Ukraine                  |  | Becks, Stella
Artois            |  | Hoegaarden, Leffe    |  | Beer: Chernigivske, Rogan, Yantar                                          
|                         |  |                                  | 
|Asia Pacific             |  |                                  |  |                      |  |                                                                            
|                         |  |                                  | 
|China                    |  | Becks, Budweiser, Stella Artois |  |                     |  | Beer: Double Deer, Harbin, Jinling, Jinlongquan, KK, Sedrin, Shiliang      

The table below sets out our sales broken down by business zone for the periods shown:



|                                  |  |                        |        |  |                    |  |      |                        |  |  |                    |     |  |                        |      |   |                    |  |        |  |  |  |      |  
|--------------------------------- |  | ---------------------- | ------ |  | ------------------ |  | ---- | ---------------------- |  |  | ------------------ | --- |  | ---------------------- | ---- | - | ------------------ |  | ------ |  |  |  | ---- | -
|                                  |  | 2010                   |        |  | 2009               |  |      | 2008                   | 
|Market                            |  | Revenue(1)(USDmillion) |        |  | Revenue(% oftotal) |  |      | Revenue(1)(USDmillion) |  |  | Revenue(% oftotal) |     |  | Revenue(1)(USDmillion) |      |   | Revenue(% oftotal) | 
|North America                     |  |                        | 15,296 |  |                    |  | 42.1 | %                      |  |  | 15,486             |     |  |                        | 42.1 | % |                    |  | 3,753  |  |  |  | 16.0 | %
|Latin America North               |  |                        | 10,018 |  |                    |  | 27.6 | %                      |  |  | 7,649              |     |  |                        | 20.8 | % |                    |  | 7,664  |  |  |  | 32.6 | %
|Latin America South               |  |                        | 2,182  |  |                    |  | 6.0  | %                      |  |  | 1,899              |     |  |                        | 5.2  | % |                    |  | 1,855  |  |  |  | 7.9  | %
|Western Europe                    |  |                        | 3,937  |  |                    |  | 10.8 | %                      |  |  | 4,312              |     |  |                        | 11.7 | % |                    |  | 4,754  |  |  |  | 20.2 | %
|Central & Eastern Europe          |  |                        | 1,619  |  |                    |  | 4.5  | %                      |  |  | 2,492              | (2) |  |                        | 6.8  | % |                    |  | 3,267  |  |  |  | 13.9 | %
|Asia Pacific                      |  |                        | 1,767  |  |                    |  | 4.9  | %                      |  |  | 1,985              |     |  |                        | 5.4  | % |                    |  | 1,494  |  |  |  | 6.3  | %
|Global Export & Holding Companies |  |                        | 1,479  |  |                    |  | 4.1  | %                      |  |  | 2,936              |     |  |                        | 8.0  | % |                    |  | 720    |  |  |  | 3.1  | %
|                                  |  |                        |        |  |                    |  |      |                        |  |  |                    |     |  |                        |      |   |                    |  |        |  |  |  |      |  
|Total                             |  |                        | 36,297 |  |                    |  | 100  | %                      |  |  | 36,758             |     |  |                        | 100  | % |                    |  | 23,507 |  |  |  | 100  | %
|                                  |  |                        |        |  |                    |  |      |                        |  |  |                    |     |  |                        |      |   |                    |  |        |  |  |  |      |  



Notes:



|(1) | Gross revenue (turnover) less excise taxes and discounts. In many jurisdictions, excise taxes make up a large proportion of the cost of beer charged to our customers.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | On 2 December 2009, we sold our operations in Bosnia & Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, Romania, Serbia and Slovakia,
which accounted for USD 921 million, or 37%, of our 2009 Central and Eastern Europe revenue. From 2 December 2009, our Central & Eastern Europe zone consists of our Russian and Ukrainian operations.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For a discussion of changes in revenue, see Item 5. Operating and Financial ReviewE. Results of OperationsYear Ended
31 December 2010 Compared to Year Ended 31 December 2009Revenue and Item 5. Operating and Financial ReviewE. Results of OperationsYear Ended 31 December 2009 Compared to Year Ended 31 December
2008Revenue.



32



---

##### Table of Contents

The table below sets out the breakdown between our beer and non-beer volumes and revenue.
Based on our actual historical financial information for these periods, our non-beer activities accounted for 11.5% of consolidated volumes in 2010, 10.8% of consolidated volumes in 2009 and 15.1% of consolidated volumes in 2008. In terms of
revenue, our non-beer activities generated 10.1% of consolidated revenue in 2010, compared to 12.3% in 2009 and 8.3% in 2008 based on our actual historical financial information for these periods.



|                               |  |      |        |  |          |  |        |              |  |  |        |  |  |      |       |  |      |  |       |      |  |  |       |  |  |      |        |  |  |  |        |  |  |  |        | 
|------------------------------ |  | ---- | ------ |  | -------- |  | ------ | ------------ |  |  | ------ |  |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ------ |  |  |  | ------ |  |  |  | ------ | 
|                               |  | Beer |        |  | Non-Beer |  |        | Consolidated | 
|                               |  | 2010 |        |  | 2009     |  |        | 2008         |  |  | 2010   |  |  | 2009 |       |  | 2008 |  |       | 2010 |  |  | 2009  |  |  | 2008 |       
|Volume(1)(million hectoliters) |  |      | 353    |  |          |  | 365    |              |  |  | 242    |  |  |      | 46    |  |      |  | 44    |      |  |  | 43    |  |  |      | 399    |  |  |  | 409    |  |  |  | 285    | 
|Revenue(2)(USD million)        |  |      | 32,616 |  |          |  | 32,228 |              |  |  | 21,533 |  |  |      | 3,681 |  |      |  | 4,530 |      |  |  | 1,974 |  |  |      | 36,297 |  |  |  | 36,758 |  |  |  | 23,507 | 



Notes:



|(1) | Volumes include not only brands that we own or license, but also third-party brands that we brew or otherwise produce as a subcontractor and third-party products that
we sell through our distribution network, particularly in Western Europe. Our pro-rata shares of volumes in Grupo Modelo and Tsingtao (the latter of which we disposed of in June 2009) are not included in this table.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Gross revenue (turnover) less excise taxes and discounts. In many jurisdictions, excise taxes make up a large proportion of the cost of beer charged to our customers.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Beer

We manage a portfolio of well over 200 brands of beer. In terms of distribution, our beer portfolio is divided into global, multi-country and local brands. Our brands are our foundation and the
cornerstone of our relationships with consumers. We invest in our brands to create a long-term, sustainable and competitive advantage, by meeting the various needs and expectations of consumers around the world and by developing leading brand
positions around the globe.

On the basis of quality and price, beer can be differentiated into the following categories:



| |  |  | Premium brands;
| | - |  | ---------------



| |  |  | Mainstream or core brands; and
| | - |  | ------------------------------



| |  |  | Value, discount or sub-premium brands.
| | - |  | --------------------------------------

Our brands are situated across all these categories. For instance, a global brand like Stella Artois generally targets the premium category across the globe, while a local brand like Lakeport targets the
value category in Canada. We have a particular focus on the premium and core (mainstream) categories, but will be present in the value segment if the country so requires or following an acquisition (for example the acquisition of the value
brand Lakeport in Ontario, Canada).

We make clear category choices and, within those categories, clear brand choices.
Examples of these choices include the focus on the mainstream Quilmes brand in Argentina, on the mainstream category in Brazil, on the value, light and premium categories in Canada, on premium and core brands in Russia and on the international
premium, domestic premium and core categories in China. The majority of our resources are directed to our focus brands, those that we believe have the greatest growth potential in their relevant consumer categories. In 2010, our focus
brands accounted for approximately two-thirds of our beer volume.

In lower disposable income markets (for
example, Brazil, Russia, Ukraine and China), the value category can be substantial and growing. As set out above, in such cases we generally intend to ensure that we also address the demand for value brands.

From the early 2000s through 2007, we observed a trend where the premium category drove growth in the beer industry. Based on this trend,
we established a strategy to select focus brands in certain markets (such as our North America, Western Europe and Central & Eastern Europe business zones) within the premium rather than the



33



---

##### Table of Contents

value category. Due to the slowdown in the global economy in 2008 and 2009, however, certain countries in these zones experienced a shift from premium to core brands and from core to value
brands. We believe we are well placed to deal with short-term trend changes from a portfolio perspective, particularly in key countries like the United States, while continuing our long-standing strategy of accelerating growth in the core and
premium beer categories. Our own United States business saw positive mix change in 2010. We believe that the premium category will resume its previous momentum and aim to continue our strategy of focusing on selected brands, which seeks to address
consumers desire to trade up from value to core and from core to premium.

Another trend is the growing need for
consumer choice. Again, with our strong brand portfolio and best practice sharing, we believe we are well-placed to take advantage of this opportunity.

Our portfolio includes three global beers with worldwide distribution:



| |  |  | Budweiser, which we consider to be the United States first truly national beer brand, had a 9% share of the U.S. market (based on Beer
Marketers Insights estimates). Budweiser is our number one global flagship brand and returned to growth in 2010 for the first time in two decades. In 2010, sales of Budweiser grew 1.7%, and Budweiser accounted for 9.1% of our global volumes.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Stella Artois, the number one Belgian beer in the world according to Plato Logic Limited. Stella currently is distributed in over 70 countries
worldwide and has strong global potential. The brand can rely on a heritage dating back to our foundations in 1366. Stella Artois is a premium lager. In 2010, Stella Artois accounted for 2.3% of our volumes.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Becks, the number one German export beer in the world according to Plato Logic Limited, which is distributed in over 80 countries. Becks
has been brewed using only four key natural ingredients for over 125 years and according to the traditional German Reinheitsgebot (purity law). In 2010, Becks and its line extensions accounted for 1.7% of our volumes.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, we have a multi-country portfolio of brands, which increasingly transcend the distinction
between global and local. The key multi-country brands include:



| |  |  | Leffe, a rich, full bodied beer that hails from Belgium, available in over 60 countries worldwide, with sales volumes that have more than doubled over
the last decade; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Hoegaarden, a high-end Belgian wheat (or white) beer. Based on a brewing tradition which dates back to 1445, Hoegaarden is top fermented,
then refermented in the bottle or keg, leading to its distinctive cloudy white appearance.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

More locally, we
manage numerous well-known local champions, which form the foundation of our business. The portfolio of local brands includes:

North America



| |  |  | Bud Light, originating from the United States. In the United States, its share of the premium category is 40%, more than the combined share of the next
two premium brands (excluding Budweiser).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Bud Light Lime, a high-end brand extension of Bud Light that was introduced in 2008. Based on Bud Light Lime shipments compared to internal estimates,
it became one of the top 25 U.S. beer brands by volume in its first year. In 2010, it was the number 18 U.S. beer brand according to Beer Marketers Insights.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Michelob ULTRA, which was rolled out nationally in 2002, is estimated to be the number 12 brand in the United States according to Beer Marketers
Insights.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



34



---

##### Table of Contents

| |  |  | Natural Light is the largest sub-premium brand in the United States with a 19% share of the sub-premium category in 2010 based on Natural Light
shipments compared to Beer Marketers Insights sub-premium volume estimates. On the same basis, Busch Light and Busch are the #2 and #3 sub-premium brands, respectively, and all our sub-premium brands combined have a 58% market share in this
category in the United States.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Import and domestic craft beers, led by Stella Artois, Hoegaarden, Leffe, Becks, Land Shark and Shock Top. Stella Artois grew 20.6% in the United
States in 2010, while Shock Top has grown over 60% in the last two years.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Latin America



| |  |  | Skol, the leading beer brand in the Brazilian market according to Plato Logic Limited. We invested in pioneering and innovation of the Skol brand,
showing new market trends and involvement in entertainment initiatives, such as music festivals.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Brahma, the second most consumed beer in Brazil according to Plato Logic Limited. It was one of the Brazilian official sponsors of the 2010 FIFA World
Cup.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Antarctica, the third most consumed beer in Brazil according to Plato Logic Limited.
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Bohemia, the leader in the premium category in Brazil according to Plato Logic Limited.
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Quilmes, the leading beer in Argentina in 2010 according to Nielsen, representing 46% of the beer market, and a national symbol with its striped light
blue and white label linked to the colors of the Argentine national flag and football team.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Western
Europe



| |  |  | Jupiler, the market leader in terms of sales volumes in Belgium and the official sponsor of the highest Belgian football division, the Jupiler League.
It is also the sponsor of the Belgian national football team.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Hasseröder, a leading brand in eastern Germany, gained country-wide exposure following national marketing campaigns and by leveraging of global
assets such as the FIFA World Cup.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Central & Eastern Europe



| |  |  | Sibirskaya Korona, developed from a local brand in Western Siberia into a full-fledged national brand sold throughout Russia.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | Klinskoye, having its home market in Moscow.
| | - |  | --------------------------------------------



| |  |  | Chernigivske, Ukraines best selling brand.
| | - |  | -------------------------------------------

Asia Pacific



| |  |  | Harbin and Sedrin, the key drivers of the growth of our business in China.
| | - |  | --------------------------------------------------------------------------

The branding and marketing of our global brands, Stella Artois, Becks and Budweiser, is managed centrally within our group.
Multi-country brands are managed with more flexibility at the local level for branding and marketing, while the marketing and branding of our local brands is generally managed at a local level. See B. Business Overview9. Branding
and Marketing for more information on brand positioning, branding and marketing.



35



---

##### Table of Contents

In certain markets, we also distribute products of other brewers.

Non-Beer

Soft Drinks

While our core business is beer, we also have a presence in
the soft drink market in Latin America through our subsidiary AmBev and in the United States through Anheuser-Busch. Soft drinks include both carbonated soft and non-carbonated soft drinks.

Our soft drinks business includes both our own production and agreements with PepsiCo related to bottling and distribution. AmBev is
PepsiCos largest bottler in the world. Major brands that are distributed under these agreements are Pepsi, 7UP and Gatorade. AmBev has long-term agreements with PepsiCo whereby AmBev has the exclusive right to bottle, sell and distribute
certain brands of PepsiCos portfolio of carbonated soft drinks in Brazil. The agreements will expire on 31 December 2017 and are automatically extended for additional ten-year terms unless terminated prior to the expiration date by
written notice by either party at least two years prior to the expiration of their term or on account of other events, such as a change of control or insolvency of, or failure to comply with material terms or meet material commitments by, our
relevant subsidiary. AmBev also has agreements with PepsiCo to bottle, sell, distribute and market some of its brands in the Dominican Republic and in some regions of Peru, including the north and the Lima regions. Through our Latin America South
operations, AmBev is also PepsiCos bottler for Argentina, Bolivia and Uruguay.

Apart from the bottling and distribution
agreements with PepsiCo, AmBev also produces, sells and distributes its own soft drinks. Its main carbonated soft drinks brand is Guaraná Antarctica.

In the United States, Anheuser-Busch also produces non-alcoholic malt beverage products, including ODouls and ODouls Amber, energy drinks and related products. On a limited basis,
we have also entered into arrangements under which other non-alcoholic products and spirits, including Hansen energy drinks (such as Monster Energy), are distributed and sold in select markets though the Anheuser-Busch distribution network.

Family Entertainment

On 1 December 2009, we completed the sale of our indirect subsidiary, Busch Entertainment Corporation, to an entity established by Blackstone Capital Partners V L.P. Busch Entertainment Corporation
was the second largest theme park operator in the United States and owned and operated ten theme parks in the United States. These included SeaWorld theme parks in Orlando, Florida, San Antonio, Texas and San Diego, California; Busch Gardens theme
parks in Tampa, Florida and Williamsburg, Virginia; the Aquatica and Discovery Cove parks in Orlando, Florida; Sesame Place in Langhorne, Pennsylvania; and water parks in Tampa, Florida and Williamsburg, Virginia. See A. History and
Development of the CompanyHistory and Development of the Company for further information.

U.S. Packaging

In the United States, our indirect subsidiary, Metal Container Corporation, manufactures beverage cans at eight plants and
beverage can lids at three plants for sale to our Anheuser-Busch beer operations and U.S. soft drink customers. Anheuser-Busch also owns a recycling business, which buys and sells used beverage containers and recycles aluminum and plastic
containers; a manufacturer of crown liner materials for sale to our North American beer operations; and a glass manufacturing plant which manufactures glass bottles for use by our North American beer operations.

The packaging industry is highly competitive. Metal Container Corporations competitors include Ball Corporation, Rexam Corporation,
and Crown Holdings. In addition, the can industry faces competition from other beverage containers, such as glass and plastic bottles.



36



---

##### Table of Contents

On 1 October 2009, we completed the sale of four metal beverage can and lid
manufacturing plants of Metal Container Corporation to Ball Corporation. See A. History and Development of the CompanyHistory and Development of the Company for further information.

3. MAIN MARKETS

We are a global brewer, with sales in over 120 countries across the globe.

The
last two decades have been characterized by rapid growth in fast-growing emerging markets, notably in regions in Latin America North, Central & Eastern Europe, Asia-Pacific and Latin America South, where we have significant sales. The table
below sets out our volumes broken down by business zone for the periods shown:



|                                  |  |                             |     |  |                     |  |      |                             |  |  |                     |     |  |                             |      |   |                     |  |     |  |  |  |      |  
|--------------------------------- |  | --------------------------- | --- |  | ------------------- |  | ---- | --------------------------- |  |  | ------------------- | --- |  | --------------------------- | ---- | - | ------------------- |  | --- |  |  |  | ---- | -
|                                  |  | 2010                        |     |  | 2009                |  |      | 2008                        | 
|Market                            |  | Volumes(millionhectoliters) |     |  | Volumes(% 
oftotal) |  |      | Volumes(millionhectoliters) |  |  | Volumes(% 
oftotal) |     |  | Volumes(millionhectoliters) |      |   | Volumes(% 
oftotal) | 
|North America                     |  |                             | 129 |  |                     |  | 32.5 | %                           |  |  | 135                 |     |  |                             | 33.0 | % |                     |  | 27  |  |  |  | 9.5  | %
|Latin America North               |  |                             | 120 |  |                     |  | 30.1 | %                           |  |  | 110                 |     |  |                             | 26.9 | % |                     |  | 102 |  |  |  | 35.8 | %
|Latin America South               |  |                             | 34  |  |                     |  | 8.5  | %                           |  |  | 33                  |     |  |                             | 8.2  | % |                     |  | 34  |  |  |  | 11.9 | %
|Western Europe                    |  |                             | 32  |  |                     |  | 8.0  | %                           |  |  | 33                  |     |  |                             | 8.2  | % |                     |  | 34  |  |  |  | 11.9 | %
|Central & Eastern Europe          |  |                             | 27  |  |                     |  | 6.7  | %                           |  |  | 40                  | (1) |  |                             | 9.8  | % |                     |  | 46  |  |  |  | 16.1 | %
|Asia Pacific                      |  |                             | 50  |  |                     |  | 12.6 | %                           |  |  | 53                  |     |  |                             | 12.8 | % |                     |  | 37  |  |  |  | 13.0 | %
|Global Export & Holding Companies |  |                             | 7   |  |                     |  | 1.6  | %                           |  |  | 5                   |     |  |                             | 1.2  | % |                     |  | 5   |  |  |  | 1.8  | %
|                                  |  |                             |     |  |                     |  |      |                             |  |  |                     |     |  |                             |      |   |                     |  |     |  |  |  |      |  
|Total                             |  |                             | 399 |  |                     |  | 100  | %                           |  |  | 409                 |     |  |                             | 100  | % |                     |  | 285 |  |  |  | 100  | %
|                                  |  |                             |     |  |                     |  |      |                             |  |  |                     |     |  |                             |      |   |                     |  |     |  |  |  |      |  



Notes:



|(1) | On 2 December 2009 we sold our operations in Bosnia & Herzegovina, Bulgaria, Croatia, the Czech Republic, Hungary, Montenegro, Romania, Serbia and
Slovakia, which together accounted for 13.2 million hectoliters, or 32.8%, of our 2009 Central & Eastern Europe volumes. From 2 December 2009, our Central & Eastern Europe zone consists of our Russian and Ukrainian
operations.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On an individual country basis, our ten largest markets by volume during the year ended
31 December 2010 were the United States, Brazil, China, Argentina, Russia, Germany, Canada, Ukraine, the United Kingdom and Belgium. Each market has its own dynamics and customer preferences and values. Given the breadth of our portfolio, we
believe we are well placed and can launch, relaunch, market and ultimately sell the beer that best addresses consumer choice in the various categories (premium, mainstream and value) in a given market.

Our marketing approach is supported by three solid pillars: brands, connections and renovation/innovation. We are committed to innovation
generated from consumer insights. Through this approach, we seek to understand the values, lifestyles and preferences of todays and tomorrows consumers, with a view to building fresh appeal and competitive advantage through innovative
products and services tailored to meet those needs. We have advanced our ability to deliver these innovative products and tailored services through globally deployed tools like Demand Landscape from our Nielsen and Cambridge partners. See
B. Business Overview10. Intellectual Property; Research 
& Development for further information.

4. COMPETITION

Historically, brewing was a local industry with only a few players having a substantial international presence. Larger brewing companies
often obtained an international footprint through direct exports, licensing agreements and joint venture arrangements. However, the last couple of decades have seen a transformation of the industry, with a prolonged period of consolidation. This
trend started within the more established beer markets of Western Europe and North America, and took the form of larger businesses being formed through merger and acquisition activity within national markets. More recently, consolidation has also
taken place within emerging markets. Over the last decade, the global consolidation process has accelerated, with brewing groups making



37



---

##### Table of Contents

significant acquisitions outside of their domestic markets and increasingly looking to purchase other regional brewing organizations. Recent examples of this trend include SABMillers
acquisition of Bavaria in 2005, and the acquisition of Scottish & Newcastle by Carlsberg and Heineken in 2008 and Heinekens acquisition of FEMSA Cerveza in April 2010. As a result of this consolidation process, the absolute and
relative size of the worlds largest brewers has increased substantially. Therefore, todays leading international brewers have significantly more diversified operations and have established leading positions in a number of international
markets.

We have participated in this consolidation trend, and have grown our international footprint through a series of
mergers and acquisitions described in A. History and Development of the CompanyHistory and Development of the Company, which include:



| |  |  | the acquisition of Labatt in 1995;
| | - |  | ----------------------------------



| |  |  | the acquisition of Becks in 2002;
| | - |  | ----------------------------------



| |  |  | the combination of AmBev and Quilmes Industrial S.A. in 2003;
| | - |  | -------------------------------------------------------------



| |  |  | the creation of InBev in 2004, through the combination of Interbrew and AmBev; and
| | - |  | ----------------------------------------------------------------------------------



| |  |  | the Anheuser-Busch acquisition in November 2008.
| | - |  | ------------------------------------------------

The ten largest brewers in the world in 2009 in terms of volume were as set out in the table below.



|     |  |                              |  |                                   |       | 
|---- |  | ---------------------------- |  | --------------------------------- | ----- | 
|Rank |  | Name                         |  | Volume(millionhectoliters)(1) (2) |      
|1    |  | AB InBev                     |  |                                   | 347.4 | 
|2    |  | SABMiller                    |  |                                   | 243.7 | 
|3    |  | Heineken                     |  |                                   | 202.1 | 
|4    |  | Carlsberg                    |  |                                   | 120.3 | 
|5    |  | Tsingtao (Group)             |  |                                   | 59.1  | 
|6    |  | Molson Coors Brewing Company |  |                                   | 55.0  | 
|7    |  | Modelo                       |  |                                   | 51.7  | 
|8    |  | Beijing Yanjing              |  |                                   | 46.7  | 
|9    |  | Kirin                        |  |                                   | 33.2  | 
|10   |  | Asahi                        |  |                                   | 29.8  | 



Notes:



|(1) | Source: Plato Logic Limited. AB InBev volumes indicated here are Plato Logic Limiteds estimates of our beer-only pro forma volumes for 2009 after disposals, and
do not include volumes of associates. Our own determination is that our adjusted beer volumes treating all divestitures as if they had closed as of 1 January 2009 would have been 347.0 million hectoliters.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Calendar year basis.
|--- | --------------------

In each
of our regional markets, we compete against a mixture of national, regional, local and imported beer brands. In Latin America, we compete mainly with local players and local beer brands. In North America, Western Europe, Eastern Europe and Asia
Pacific, we compete primarily with large leading international or regional brewers and international or regional brands.

5. WEATHER AND SEASONALITY

For information on how weather affects consumption of our products and the seasonality of
our business, see Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of OperationsWeather and Seasonality.



38



---

##### Table of Contents

6. BREWING PROCESS; RAW MATERIALS AND PACKAGING; PRODUCTION FACILITIES;
LOGISTICS

Brewing Process

The basic brewing process for most beers is straightforward, but significant know-how is involved in quality and cost control. The most important stages are brewing and fermentation, followed by
maturation, filtering and packaging. Although malted barley (malt) is the primary ingredient, other grains such as unmalted barley, corn, rice or wheat are sometimes added to produce different beer flavors. The proportion and choice of other
raw materials varies according to regional taste preferences and the type of beer.

The first step in the brewing process is
making wort by mixing malt with warm water and then gradually heating it to around 75°C in large mash tuns to dissolve the starch and transform it into a mixture, called mash, of maltose and other sugars. The spent grains are
filtered out and the liquid, now called wort, is boiled. Hops are added at this point to give a special bitter taste and aroma to the beer, and help preserve it. The wort is boiled for one to two hours to sterilize and concentrate it,
and extract the flavor from the hops. Cooling follows, using a heat exchanger. The hopped wort is saturated with air or oxygen, essential for the growth of the yeast in the next stage.

Yeast is a micro-organism that turns the sugar in the wort into alcohol and carbon dioxide. This process of fermentation takes five to
eleven days, after which the wort has finally become beer. Different types of beer are made using different strains of yeast and wort compositions. In some yeast varieties, the cells rise to the top at the end of fermentation. Ales and wheat
beers are brewed in this way. Lagers are made using yeast cells that settle to the bottom. Some special Belgian beers, called lambic or gueuze, use yet another method where fermentation relies on spontaneous action by airborne yeasts.

During the maturation process the liquid clarifies as yeast and other particles settle. Further filtering gives the beer more clarity.
Maturation varies by type of beer and can take as long as three weeks. Then the beer is ready for packaging in kegs, cans or bottles.

Raw Materials and Packaging

The main raw materials used in our beer
production are malted barley, corn grits, corn syrup, rice, hops, and water. For non-beer production (mainly carbonated soft drinks) the main ingredients are flavored concentrate, fruit concentrate, sugar or sweetener and water. In addition to these
inputs into our products, delivery of our products to consumers requires extensive use of packaging materials such as glass or PET bottles, aluminum or steel cans and kegs, labels, bottle caps, soda ash, plastic crates, metal closures, plastic
closures, folding cartons, preforms and cardboard products.

We use only our own proprietary yeast, which we grow in our
facilities. In some regions, we import hops to obtain adequate quality and appropriate variety. We purchase these ingredients through the open market and through contracts with suppliers. We also purchase barley and process it to meet our malt
requirements at our malting plants.

Prices and sources of raw materials are determined by, among other factors:



| |  |  | the level of crop production;
| | - |  | -----------------------------



| |  |  | weather conditions;
| | - |  | -------------------



| |  |  | export demand; and
| | - |  | ------------------



| |  |  | governmental regulations.
| | - |  | -------------------------

We are reducing the number of our suppliers in each region to develop closer relationships that allow for lower prices and better service, while at the same time ensuring that we are not entirely
dependent on a single supplier. We hedge some of our commodities contracts on the financial markets and some of our malt requirements



39



---

##### Table of Contents

are purchased on the spot market. See Item 11. Quantitative and Qualitative Disclosures about Market RiskMarket Risk, Hedging and Financial Instruments and note 29 to our
audited financial information as of 31 December 2010 and 2009, and for the three years ended 31 December 2010, for further details on commodities hedging.

We have supply contracts with respect to most packaging materials as well as our own production capacity as outlined below in Production Facilities. The choice of packaging materials
varies by cost and availability in different regions, as well as consumer preferences and the image of each brand. We also use aluminum cansheet for the production of beverage cans and lids. For details of our U.S. packaging business, see
B. Business Overview2. Principal Activities and ProductsU.S. Packaging.

Hops, PET resin,
soda ash for our own glass plant andto some extentcans are mainly sourced globally. Malt, adjuncts (such as unmalted grains or fruit), sugar, steel, cans, labels, metal closures, plastic closures, preforms and folding cartons are sourced
regionally. Electricity is sourced nationally, while water is sourced locally, for example, from municipal water systems and private wells.

We use natural gas and fuel oil as our primary fuel materials, and we believe adequate supplies of fuel and electricity are available for the conduct of our business. The energy commodity markets have
experienced, and can be expected to continue to experience, significant price volatility. We manage our energy costs using various methods including supply contracts, hedging techniques, and fuel switching.

Production Facilities

Our production facilities are spread across our six geographic regions, giving us a balanced geographical footprint in terms of production and allowing us to efficiently meet customer demand across the
globe. We manage our production capacity across our geographic regions, countries and plants. We typically own our production facilities free of any major encumbrances. We also lease a number of warehouses and other commercial buildings from third
parties.

Beverage Production Facilities

Our beverage production facilities comprised 133 breweries and/or soft drink plants as of 31 December 2010 spread across our six
geographic regions. Of these 133 plants, 103 produced only beer, 12 produced only soft drinks and 18 produced both beer and soft drinks. Except in limited cases (for example, our Hoegaarden brewery in Belgium), our breweries are not dedicated
to one single brand of beer. This allows us to allocate production capacity efficiently within our group.

The table below
sets out, for each of our geographic zones in 2010, the number of our beverage production plants (breweries and/or soft drink plants) as well as the plants overall capacity and production volumes.



40



---

##### Table of Contents

|                         |  |                 |     |  |              |  |         |                                                  |  |  |           |  |  |                  |         |  |  |  |        | 
|------------------------ |  | --------------- | --- |  | ------------ |  | ------- | ------------------------------------------------ |  |  | --------- |  |  | ---------------- | ------- |  |  |  | ------ | 
|                         |  |                 |     |  | 2010 volumes |  |         | Annual engineeringcapacity as of 31December 2010 | 
|Business zone            |  | Number ofplants |     |  | Beer (khl)   |  |         | Soft drinks(khl)                                 |  |  | Beer(khl) |  |  | Soft drinks(khl) |        
|North America            |  |                 | 18  |  |              |  | 129,500 |                                                  |  |  |          |  |  |                  | 148,700 |  |  |  |       | 
|Latin America North      |  |                 | 34  |  |              |  | 87,000  |                                                  |  |  | 33,100    |  |  |                  | 121,400 |  |  |  | 59,100 | 
|Latin America South      |  |                 | 20  |  |              |  | 21,000  |                                                  |  |  | 12,900    |  |  |                  | 28,000  |  |  |  | 19,700 | 
|Western Europe           |  |                 | 16  |  |              |  | 31,800  |                                                  |  |  |          |  |  |                  | 48,800  |  |  |  |       | 
|Central & Eastern Europe |  |                 | 13  |  |              |  | 26,800  |                                                  |  |  |          |  |  |                  | 48,400  |  |  |  |       | 
|Asia Pacific(1)          |  |                 | 32  |  |              |  | 50,300  |                                                  |  |  |          |  |  |                  | 89,500  |  |  |  |       | 
|                         |  |                 |     |  |              |  |         |                                                  |  |  |           |  |  |                  |         |  |  |  |        | 
|Total(2)                 |  |                 | 133 |  |              |  | 346,300 |                                                  |  |  | 46,000    |  |  |                  | 484,800 |  |  |  | 78,800 | 



Notes:



|(1) | Excludes our 50% equity interest in a joint venture that owns and operates a brewery in Hyderabad, India and the joint ventures in China.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|(2) | Excludes Global Export & Holding Companies with 2010 beer volumes of 7 million hectoliters.
|--- | -------------------------------------------------------------------------------------------

Non-Beverage Production Facilities

Our beverage production plants are supplemented and supported by a number of plants and other facilities that produce raw materials and packaging materials for our beverages. The table below provides
additional detail on these facilities as of 31 December 2010.



|                                       |  |                               |  |                                                   
|-------------------------------------- |  | ----------------------------- |  | --------------------------------------------------
|Type of plant /facility                |  | Number of plants / facilities |  | Countries in which plants / facilities are
located
|Malt plants                            |  | 13                            |  | Brazil, Argentina, Uruguay, Russia, United States 
|Rice mill                              |  | 1                             |  | United States                                     
|Hop farms                              |  | 2                             |  | Germany, United States                            
|Hop pellet plant                       |  | 1                             |  | Argentina                                         
|Guaraná farm                           |  | 1                             |  | Brazil                                            
|Glass bottle plants                    |  | 3                             |  | United States, Brazil, Paraguay                   
|Bottle cap plants                      |  | 2                             |  | Argentina, Brazil                                 
|Label plant                            |  | 1                             |  | Brazil                                            
|Can plants                             |  | 6                             |  | Bolivia, United States                            
|Can lid manufacturing plants           |  | 2                             |  | United States                                     
|Crown and closure liner material plant |  | 1                             |  | United States                                     
|Syrup plant                            |  | 1                             |  | Brazil                                            

In addition to production
facilities, we also maintain a geographical footprint in key markets through sales offices and distribution centers. Such offices and centers are opened as needs in the various markets arise.

Capacity Expansion

We continually assess whether our production footprint
is adequate in view of existing or potential customer demand. Footprint optimization by adding new plants to our portfolio not only allows us to boost production capacity, but the strategic location often also reduces distribution time so that our
products reach consumers rapidly and efficiently. Conversely, footprint optimization can lead to the divesting of plants through sales to third parties, or to plant closures.

Additional production facilities can be acquired from third parties or through greenfield investments in new projects. For example, in 2010, we announced the construction of a new brewery in the Sichuan
province of China. Its location should help sustain demand for our national brands (Budweiser and Harbin) in southwest China and yield improved logistics savings in China. The brewery will be operational by mid-2011. In April 2009, our Angarsk
brewery, constructed at a cost of USD 244 million, opened in Angarsk, Russia. The brewery has an annual capacity of 1.8 million hectoliters and produces brands including Sibirskaya Korona, Klinskoye, Tolstiak and Zolotaya



41



---

##### Table of Contents

Angara. Similarly, in March 2007, we set up a new greenfield brewery in Foshan in the Guangdong province of China. The brewery started trial brewing in November 2008, and formal production
started in March 2009. The brewery, constructed at a cost of USD 78 million and with an annual capacity of 2.0 million hectoliters, will support our Budweiser sales in the Southeast part of China. In Sete Lagoas (Nova Minas), Brazil, a new
plant constructed at a cost of USD 88 million entered into operation in June 2009. The plant, with an annual capacity of 2.1 million hectoliters, is currently brewing beer and will later produce soft drinks as well. The plant currently
brews the Brahma, Skol, Antarctica and Bohemia brands of beer, which are sold in glass bottles. An additional USD 12.7 million was invested to add a canning line to package the Brahma, Skol and Antarctica beer brands in cans. In addition to
building or acquiring additional facilities, we also upgraded our existing facilities and expanded capacity.

In 2011, we
expect to invest in new capacity projects in China and Brazil to meet our future demand expectations in these countries. Our capital expenditures are primarily funded through cash from operating activities and are for production facilities,
logistics, improving administrative capabilities, hardware and software in our operational zones, and investments in growth regions such as Brazil and China. An example of using capital expenditures to sustain growth is the announced greenfield in
Pernambuco state. Following an increased demand for our products in the northeast of Brazil, a decision was made to construct a greenfield due to open in 2011 to support our activities and growth in the region.

We also outsource, to a limited extent, the production of items which we are unable to produce in our own production network (for
example, due to a lack of capacity during seasonal peaks) or for which we do not yet want to invest in new production facilities (for example, to launch a new product without incurring the associated full start-up costs). Such outsourcing
mainly relates to secondary repackaging materials that we cannot practicably produce on our own, in which case our products are sent to external companies for repackaging (for example, gift packs with different types of beers).

Logistics

Our logistics organization is composed of (i) a first tier, which comprises all inbound flows into the plants of raw materials and packaging materials and all the outbound flows from the plants into
the second drop point in the chain (for example, distribution centers, warehouses or wholesalers) and (ii) a second tier, which comprises all distribution flows from the second drop point into the customer delivery tier (for
example, pubs or retailers).

Transportation is mainly outsourced to third-party contractors, although we do own a small
fleet of vehicles in certain countries.

Each of our breweries has a warehouse which is attached to its production facilities.
In places where our warehouse capacity is limited, external warehouses are rented. We strive to centralize fixed costs, which has resulted in some plants sharing warehouse and other facilities with each other.

Where it has been implemented, the VPO program has had a direct impact on our logistics organization, for example, in respect of
scheduling, warehouse productivity and loss prevention actions.

7. DISTRIBUTION OF PRODUCTS

We depend on effective distribution networks to deliver products to our customers. We review our priority markets for distribution and
licensing agreements on an annual basis. The focus markets will typically be markets with an interesting premium category and with sound and strong partners (brewers and/or importers). Based on these criteria, focus markets are then chosen.

In addition, the distribution of beer varies from country to country and from region to region. The nature of distribution
reflects consumption patterns and market structure, geographical density of customers, local regulation, the structure of the local retail sector, scale considerations, market share, expected added-value and capital returns, and the existence of
third-party wholesalers or distributors. In some markets brewers distribute directly to customers (for example, in Belgium), while in other markets wholesalers may, for legal reasons (for example, in certain U.S. states and Canada where there may be
legal constraints on the ability of a beer manufacturer to own a wholesaler  a



42



---

##### Table of Contents

so-called three-tier system), or because of historical market practice (for example, in Russia and Argentina), play an important role in distributing a significant proportion of beer to
customers. In some instances, as is currently the case in Brazil, we have acquired third-party distributors to help us self-distribute our products. The products we brew in the United States are sold to approximately 535 wholesalers for resale to
retailers. We own 12 of these wholesalers and have ownership stakes in another four of them. The remaining wholesalers are independent businesses. In Mexico, Budweiser, Bud Light and ODouls are imported and distributed by a wholly-owned
subsidiary of Grupo Modelo. Under the distribution agreement with Grupo Modelo, it has exclusive distribution rights to those brands in all of Mexico. In return it agrees not to sell Budweiser, Bud Light and ODouls outside of Mexico, and
not to sell in Mexico any other beer that is brewed outside of Mexico without our consent. In certain countries, we enter into exclusive importer arrangements and depend on our counterparties to these arrangements to market and distribute our
products to points of sale. In certain markets we also distribute the products of other brewers.

We generally distribute
our products through (i) direct distribution networks, in which we deliver to points of sale directly, and (ii) indirect distribution networks, in which delivery to points of sale occurs through wholesalers and independent distributors.
Indirect distribution networks may be exclusive or non-exclusive and may, in certain business zones, involve use of third-party distribution while we retain the sales function through an agency framework. We seek to fully manage the sales teams in
each of our markets. In case of non-exclusive distributorships, we try to encourage best practices through wholesaler excellence programs.

See Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of OperationsDistribution Arrangements for a discussion of the effect of the choice of distribution
arrangements on our results of operations.

As a customer-driven organization, we have, regardless of the chosen distribution
method, programs for professional relationship building with our customers in all markets. This happens directly, for example, by way of key customer account management, and indirectly by way of wholesaler excellence programs.

We seek to provide media advertising, point-of-sale advertising, and sales promotion programs to promote our brands. Where relevant, we
complement national brand strategies with geographic marketing teams focused on delivering relevant programming addressing local interests and opportunities.

8. LICENSING

In markets where we have no local
affiliate, we may choose to enter into license agreements or, alternatively, international distribution agreements, depending on the best strategic fit for each particular market. License agreements entered into by us grant the right to third-party
licensees to manufacture, package, sell and market one or several of our brands in a particular assigned territory under strict rules and technical requirements. In the case of international distribution agreements, we produce and package the
products ourselves while the third party distributes, markets and sells the brands in the local market.

Stella Artois is
licensed to third parties in Algeria, Australia, Bulgaria, Croatia, Czech Republic, Hungary, Israel, New Zealand, and Romania, while Becks is licensed to third parties in Algeria, Bulgaria, Croatia, Hungary, Turkey, Australia, New Zealand,
Romania, Serbia, and Tunisia.

In Japan, Budweiser is brewed and sold through license and distribution agreements with Kirin
Brewery Company, Limited. A licensing agreement allows Guinness Ireland Limited to brew and sell Budweiser and Bud Light in the Republic of Ireland. Budweiser is also brewed under license and sold by brewers in Spain (Sociedad Anonima Damm), India
(RKJ Group) and Panama (Heineken). Compañía Cervecerías Unidas, a subsidiary of Compañía Cervecerías Unidas S.A., a leading Chilean brewer, brews and distributes Budweiser under license in Argentina and
distributes Budweiser in Chile. In Italy, Budweiser is brewed and packaged by Heineken under a brewing contract agreement. We also sell various brands, including Budweiser and Bud Light, by exporting from our license partners breweries located
in Argentina and Spain.

On 24 July 2009, we sold our South Korean subsidiary, Oriental Brewery, to an affiliate of
Kohlberg Kravis Roberts & Co. L.P. See Item 5. Operating and Financial ReviewG. Liquidity and Capital Resources



43



---

##### Table of Contents

Investments and Disposals. Under the terms of the sale agreement, we granted Oriental Brewery exclusive distribution rights over certain brands in South Korea including Budweiser, Bud Ice
and Hoegaarden.

On 2 December 2009, we sold our Central European operations to CVC Capital Partners. See Item 5.
Operating and Financial ReviewG. Liquidity and Capital ResourcesInvestments and Disposals. CVC Capital Partners agreed to brew and/or distribute, under license from us, Stella Artois, Becks, Löwenbräu, Hoegaarden,
Spaten and Leffe in Bosnia & Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, Romania, Serbia and Slovakia. We currently have rights to brew and distribute Staropramen in several countries including Ukraine, Russia, the
United States, Germany, Sweden and the United Kingdom.

See Item 3. Key InformationD. Risk FactorsRisks
Relating to our BusinessWe rely on key third parties, including key suppliers, and the termination or modification of the arrangements with such third parties could negatively affect our business.

We also manufacture and distribute other third-party brands. AmBev, our listed Brazilian subsidiary, and some of our other subsidiaries
have entered into agreements with PepsiCo. Pursuant to the agreements between AmBev and PepsiCo, AmBev is PepsiCos largest bottler in the world. Major brands that are distributed under this agreement are Pepsi, 7UP and Gatorade. See
B. Business Overview2. Principal Activities and ProductsNon-BeerSoft Drinks for further information in this respect.

9. BRANDING AND MARKETING

Our brands are our
foundation, the cornerstone of our relationships with consumers and the key to our long-term success. Our brand portfolio, its enduring bonds with consumers and its partnerships with customers are our most important assets. We invest in our brands
to create long-term, sustainable, competitive advantage by seeking to meet the beverage needs of consumers around the world and to develop leading brand positions in every market in which we operate.

Our brand portfolio consists of global flagship brands (Budweiser, Stella Artois and Becks), multi-country brands (Leffe and
Hoegaarden) and many local champions (Jupiler, Skol, Quilmes, Bud Light, Sibirskaya Korona and Harbin to name but a few). We believe this global brand portfolio provides us with strong growth and revenue opportunities and, coupled with a
powerful range of premium brands, positions us well to meet the needs of consumers in each of the markets in which we compete. For further information about our focus brands, see B. Business Overview2. Principal Activities and
ProductsBeer.

We have established a focus brands strategy. Focus brands are those in which we invest
the majority of our resources (money, people, and attention). They are a small group of brands which we believe have the most growth potential within each relevant consumer group. These focus brands include our three global brands, key multi-country
brands and selected local champions. In 2010, our focus brands accounted for approximately two-thirds of our beer volume.

We seek to constantly strengthen and develop our brand portfolio through enhancement of brand quality, marketing and product innovation. Our marketing team therefore works together closely with our
research & development team (see B. Business Overview10. Intellectual Property; Research & Development for further information).

We continually assess consumer needs and values in each geographic market in which we operate with a view to identifying the key characteristics of consumers in each beer category (that is, premium, core
and value). This allows us to position our existing brands (or to introduce new brands) in order to address the characteristics of each category.

Our marketing approach is based on a value-based brands approach. A value-based brands proposition is a single, clear, compelling values based reason for consumer preference. We have defined
37 different consumer values (such as ambition, authenticity or friendship) to establish a connection between consumers and our products. The value-based brands approach first involves the determination of consumer portraits, secondly brand
attributes



44



---

##### Table of Contents

(that is, tangible characteristics of the brand that support the brands positioning) and brand personality (that is, the way the brand would behave as a person) are defined, and finally a
positioning statement to help ensure the link between the consumer and the brand is made. Once this link has been established, a particular brand can either be developed (brand innovation) or relaunched (brand renovation or line extension from the
existing brand portfolio) to meet the customers needs. We apply zero-based planning principles to yearly budget decisions and for ongoing investment reviews and reallocations. We invest in each brand in line with its local or global strategic
priority and, taking into account its local circumstances, seek to maximize profitable and sustainable growth.

We own the
rights to our principal brand names and trademarks in perpetuity for the main countries where these brands are currently commercialized.

10. INTELLECTUAL PROPERTY; RESEARCH & DEVELOPMENT

Innovation is one of the key factors enabling us to achieve
our strategy. We seek to combine technological know-how with market understanding to develop a healthy innovation pipeline in terms of production process, product and packaging features as well as branding strategy. In addition, as beer markets
mature, innovation plays an increasingly important role by providing differentiated products with increased value to consumers.

Intellectual Property

Our intellectual property portfolio mainly consists of trademarks, patents, registered designs, copyright, know-how and domain names. This intellectual property portfolio is managed by our internal legal
department, in collaboration with a selected network of external intellectual property advisors. We place importance on achieving close cooperation between our intellectual property team and our marketing and research & development teams.
An internal stage gate process promotes the protection of our intellectual property rights, the swift progress of our innovation projects and the development of products that can be launched and marketed without infringing any third partys
intellectual property rights. A project can only move on to the next step of its development after the necessary verifications (for example, availability of trademark, existence of prior technology/earlier patents and freedom to market) have
been carried out. This internal process is designed to ensure that financial and other resources are not lost due to oversights in relation to intellectual property protection during the development process.

Our patent portfolio is carefully built to gain a competitive advantage and support our innovation and other intellectual assets. We
currently have more than 100 patent families, meaning that more than 100 different technologies are protected by patents. The extent of the protection differs between technologies, as some patents are protected in many jurisdictions, while others
are only protected in one or a few jurisdictions. Our patents may relate, for example, to brewing processes, improvements in production of fermented malt-based beverages, treatments for improved beer flavor stability, non-alcoholic beer development,
filtration processes, beverage dispensing systems and devices or beer packaging.

We license in limited technology from third
parties. We also license out certain of our intellectual property to third parties, for which we receive royalties.

Research & Development

Given our focus on innovation, we place a high value on research and development (R&D). In 2010, we spent USD 184 million (USD 159 million in 2009 and USD 75 million
in 2008) in the area of market research and on innovation in the areas of process optimization and product development at our Belgian R&D center and across our zones.

R&D in process optimization is primarily aimed at capacity increase (plant debottlenecking and addressing volume issues, while minimizing capital expenditure), quality improvement and cost efficiency.
Newly developed processes, materials and/or equipment are documented in best practices and shared across business zones. Current projects range from malting to bottling of finished products.



45



---

##### Table of Contents

R&D in product innovation covers liquid, packaging and draft innovation. Product
innovation consists of breakthrough innovation, incremental innovation and renovation (that is, implementation of existing technology). The main goal for the innovation process is to provide consumers with better products and experiences. This
includes launching new liquids, new packaging and new draft products that deliver better performance both for the consumer and in terms of financial results, by increasing our competitiveness in the relevant markets. With consumers comparing
products and experiences offered across very different beverage categories and with choice increasing, our R&D efforts also require an understanding of the strengths and weaknesses of other beverage categories, spotting opportunities for beer
and developing consumer solutions (products) that better address consumer needs and deliver better experiences. This requires first understanding consumer emotions and expectations in order to guide our innovation efforts. Sensory experience,
premiumization, convenience, sustainability and design are all central to our R&D efforts.

Knowledge management and
learning make up an integral part of R&D. We seek to continuously increase our knowledge through collaborations with universities and other industries.

Our R&D team is briefed annually on our business zones priorities and approves concepts which are subsequently prioritized for development. Launch time, depending on complexity and
prioritization, usually falls within the next calendar year.

In November 2006, we opened our Global Innovation and Technology
Centre in Leuven, Belgium. This state of the art building accommodates the Packaging, Product, Process Development teams and facilities such as Labs, Experimental Brewery and the European Central Lab, which also includes Sensory Analysis.

In addition to our Global Innovation and Technology Centre, we also have Product, Packaging and Process development teams
located in each of our six geographic regions focusing on the short-term needs of such regions.

11. REGULATIONS
AFFECTING OUR BUSINESS

Our worldwide operations are subject to extensive regulatory requirements regarding, among other
things, production, distribution, importation, marketing, promotion, labeling, advertising, labor, pensions and public health, consumer protection and environmental issues. In the United States, federal and state laws regulate most aspects of the
brewing, sale, marketing, labeling and wholesaling of our products. At the federal level, the Alcohol & Tobacco Tax & Trade Bureau of the U.S. Treasury Department oversees the industry, and each state in which we sell or produce
products, and some local authorities in jurisdictions in which we sell products, also have regulations that affect the business conducted by us and other brewers and wholesalers. It is our policy to abide by the laws and regulations around the world
that apply to us or to our business. We rely on legal and operational compliance programs, as well as local in-house and external counsel, to guide businesses in complying with applicable laws and regulations of the countries in which we operate.

See Item 3. Key InformationD. Risk FactorsRisks Relating to Our BusinessCertain of our operations
depend on independent distributors or wholesalers to sell our products, Item 3. Key InformationD. Risk FactorsRisks Relating to Our BusinessNegative publicity may harm our business, Item 3. Key
InformationD. Risk FactorsRisks Relating to Our BusinessWe could incur significant costs as a result of compliance with, and/or violations of or liabilities under, various regulations that govern our operations, Item 3.
Key InformationD. Risk FactorsRisks Relating to Our BusinessOur operations are subject to environmental regulations, which could expose us to significant compliance costs and litigation relating to environmental issues,
Item 3. Key InformationD. Risk FactorsRisks Relating to Our BusinessWe operate a joint venture in Cuba, in which the Government of Cuba is our joint venture partner. Cuba has been identified by the U.S. Department of State as
a state sponsor of terrorism and is targeted by broad and comprehensive economic and trade sanctions of the United States. Our operations in Cuba may adversely affect our reputation and the liquidity and value of our securities. and Item
5. Operating and Financial ReviewA. Key Factors Affecting Results of OperationsGovernmental Regulations.

Production, advertising, marketing and sales of alcoholic beverages are subject to various restrictions around the world. These range
from a complete prohibition of alcohol in certain countries and cultures through the prohibition of the import of alcohol, to restrictions on the advertising style, media and messages used. In a number



46



---

##### Table of Contents

of countries, television is a prohibited medium for advertising alcoholic products, and in other countries, television advertising, while permitted, is carefully regulated. Media restrictions may
constrain our brand building potential. Labeling of our products is also regulated in certain markets, varying from health warning labels to importer identification, alcohol strength and other consumer information. Specific warning statements
related to the risks of drinking alcoholic products, including beer, have also become prevalent in recent years. Introduction of smoking bans in pubs and restaurants may have negative effects on on-trade consumption (that is, beer purchased for
consumption in a pub or restaurant or similar retail establishment), as opposed to off-trade consumption (that is, beer purchased at a retail outlet for consumption at home or another location).

The distribution of our beer products may also be regulated. In certain markets, alcohol may only be sold through licensed outlets,
varying from government or state operated monopoly outlets (for example, in the off-trade channel of certain Canadian provinces) to the common system of licensed on-trade outlets (for example, licensed bars and restaurants) which prevails in many
countries (for example, in much of the European Union). In the U.S., states operate under a three-tier system of regulation for beer products from brewer to wholesaler to retailer, meaning that, in many cases, we cannot use a direct distribution
system but must work with licensed third-party distributors to distribute our products to the points of connection.

In the
United States, both federal and state laws generally prohibit us from providing anything of value to retailers, including paying slotting fees or holding ownership interests in retailers. Some states prohibit us from being licensed as a wholesaler
for our products. State laws also regulate the interactions among us, our wholesalers and consumers by, for example, limiting merchandise that can be provided to consumers or limiting promotional activities that can be held at retail premises. If we
were found to have violated applicable federal or state alcoholic beverage laws, we could be subject to a variety of sanctions, including fines, equitable relief and suspension or permanent revocation of our licenses to brew or sell our products.

Governments in most of the countries in which we operate also establish minimum legal drinking ages, which generally vary
from 16 to 21 years, impose minimum prices on beer products or impose other restrictions on sales, which affect demand for our products. Moreover, governments may respond to public pressure to curtail alcohol consumption by raising the legal
drinking age, further limiting the number, type or operating hours of retail outlets or expanding retail licensing requirements. We work both independently and together with other brewers and alcohol beverage companies to limit the negative
consequences of inappropriate use of alcoholic products and actively promote responsible sales and consumption.

Similarly, we
may need to respond to new legislation curtailing soft drink consumption at schools and other government-owned facilities.

We
are subject to antitrust and competition laws in the jurisdictions in which we operate and may be subject to regulatory scrutiny in certain of these jurisdictions. See Item 3. Key InformationD. Risk FactorsRisks Relating to
Our BusinessWe are exposed to antitrust and competition laws in certain jurisdictions and the risk of changes in such laws or in the interpretation and enforcement of existing antitrust and competition laws.

In many jurisdictions, excise and other indirect duties make up a large proportion of the cost of beer charged to customers. In the
United States, for example, the brewing industry is subject to significant taxation. The United States federal government currently levies an excise tax of $18 per barrel (equivalent to 1.1734776 hectoliters) of beer sold for consumption in the
United States. All states also levy excise taxes on alcoholic beverages. Proposals have been made to increase the federal excise tax as well as the excise taxes in some states. Recently, Bolivia, Brazil, Russia and Ukraine have all enacted excise
tax increases that apply to our products. Rising excise duties can drive up our pricing to the consumer, which in turn could have a negative impact on our results of operations. See Item 3. Key InformationD. Risk FactorsRisks
Relating to Our BusinessThe beer and beverage industry may be subject to changes in taxation.

Our products are
generally sold in glass or PET bottles or aluminum or steel cans. Legal requirements apply in various jurisdictions in which we operate, requiring that deposits or certain ecotaxes or fees are charged for the sale, marketing and use of certain
non-refillable beverage containers. The precise requirements imposed by these measures vary. Other types of beverage container-related deposit, recycling, ecotax and/or extended producer responsibility statutes and regulations also apply in various
jurisdictions in which we operate.



47



---

##### Table of Contents

We are subject to different environmental legislation and controls in each of the countries
in which we operate. Environmental laws in the countries in which we operate are mostly related to (i) the conformity of our operating procedures with environmental standards regarding, among other things, the emission of gas and liquid
effluents and (ii) the disposal of one-way (that is, non-returnable) packaging. We believe that the regulatory climate in most countries in which we operate is becoming increasingly strict with respect to environmental issues and expect this
trend to continue in the future. Achieving compliance with applicable environmental standards and legislation may require plant modifications and capital expenditure. Laws and regulations may also limit noise levels and the discharge of waste
products, as well as impose waste treatment and disposal requirements. Some of the jurisdictions in which we operate have laws and regulations that require polluters or site owners or occupants to clean up contamination.

Our facilities in the United States are subject to federal, state and local environmental protection laws and regulations. We comply with
these laws and regulations or are currently taking action to comply with them. Our expenditures in connection with complying with such laws and regulations are not expected to materially affect our earnings or competitive position.

Certain U.S. states and various countries have adopted laws and regulations that require deposits on beverages or establish refillable
bottle systems. Such laws generally increase beer prices above the costs of deposit and may result in sales declines. The United States Congress and other states continue to consider similar legislation, the adoption of which would impose higher
operating costs on us while depressing sales volume.

The amount of dividends payable to us by our operating subsidiaries is,
in certain countries, subject to exchange control restrictions of the respective jurisdictions where those subsidiaries are organized and operate. See also Item 5. Operating and Financial ReviewG. Liquidity and Capital
ResourcesTransfers from Subsidiaries.

12. INSURANCE

We maintain comprehensive insurance policies with respect to casualty, property and certain specialized coverage. Our insurance program is
mainly divided into two general categories:



| |  |  | Assets:these insurance policies cover our physical properties and include global property and business interruption; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Liabilities:these insurance policies cover losses due to damages caused to third parties and include general and product liability, executive
risks (risks related to our board and management) and drivers insurance (which is taken out in accordance with local requirements).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We believe we have adequate insurance cover taking into account our market capitalization and our worldwide presence. We further believe that the level of insurance we maintain is appropriate for the
risks of our business and is comparable to that maintained by other companies in its industry.

13. SOCIAL
AND COMMUNITY MATTERS

Our dream is to be the Best Beer Company in a Better World. In all we do, we strive to ensure that
we produce the highest quality products, provide the best consumer experience, and maximize shareholder value by building the strongest competitive and financial position. We aim to use this increasing financial capacity and our global reach to
deliver on our Better World commitment. Our Better World actions focus on three key areas  responsible drinking, environment, and community.

Responsible Drinking

As a leader in the beer industry, our primary
responsibility is to provide the highest-quality products and to encourage consumers to enjoy them responsibly at all times. That means we are adamantly opposed to alcohol abuse in any form, including drunk driving and underage drinking.



48



---

##### Table of Contents

We promote responsible drinking and discourage alcohol abuse by informing and educating
consumers through focused campaigns and marketing activities that support our position on responsible drinking. These programs include:



| |  |  | Communicating regularly on topics such as the importance of designated drivers, the role parents play in helping prevent underage drinking by talking
with their children, and encouraging young people to respect drinking-age laws
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Promoting our position and beliefs internally through our employee responsible drinking policies
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | Promoting education for bar, restaurant and store staff to help them learn how to properly check a patrons age to prevent underage sales and to
discourage excessive drinking
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Supporting the enforcement of blood alcohol content (BAC) laws to help prevent drunk driving around the world
| | - |  | -------------------------------------------------------------------------------------------------------------

To be effective, our responsible drinking initiatives require a significant commitment and we have been investing in these initiatives
since 1982. Our push for responsible drinking is a significant component of our Better World initiatives. In 2010, we developed and promoted responsible drinking programs in our 23 key markets, often expanding their reach across the countries where
we operate. Where possible, we established partnerships with governments, community organizations, educators and law enforcement agencies, focusing on preventing drunk driving, high-risk drinking and underage-drinking to maximize these efforts.

Environment

Beer is a product of natural ingredients, and the stewardship of our natural environmentland, water and airis fundamental to the quality of our brands in the long term. To be a responsible and
resource-efficient global brewer, we must continually look for ways to incorporate practices that help us make the most of our raw materials, while also reducing the impact of our packaging and transportation on the environment.

Environmental key performance indicators and targets are fully integrated into our Voyager Plant Optimization (VPO) global
management system. It is designed to bring greater efficiency to our brewery operations, generate cost savings and improve environmental management, in accordance with our Environmental Policy and Strategy.

In 2010, we announced global companywide targets on key measures, such as water and energy use, as well as carbon emission reductions,
which we will strive to achieve by the end of 2012. Our 2012 targets are:



| |  |  | Increase our waste and byproduct recycling to 99 percent
| | - |  | --------------------------------------------------------



| |  |  | Reduce water use for beer and soft drinks plants to an industry-leading 3.5 hectoliters of water per hectoliter of product (hl/hl)
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reduce energy use per hectoliter by 10 percent
| | - |  | ----------------------------------------------



| |  |  | Reduce CO2emissions per hectoliter by 10 percent
| | - |  | ------------------------------------------------

Beyond operations
management, we are also engaged with the international community and local groups to support key environmental initiatives. In February, we became a signatory to the CEO Water Mandate, a public-private initiative of the United Nations Global
Compact, which focuses on developing corporate strategies to address global water issues. We were also active participants in the United Nations Environment Programs annual World Environment Day, through which we engaged with many community
stakeholders around the world.

Energy conservation has been a strategic focus for us for many years, especially with the
unpredictable cost of energy and evolving climate change regulations. Our continued progress is based on the importance we place on sharing best technical and management practices across our operations.

We work with suppliers, wholesalers and procurement companies, as well as packaging experts, to help make decisions that minimize the
cost and environmental impact of packaging materials. We use many types of product packaging, from bulk packaging (i.e., beer kegs, crates and pallets), which is almost always returnable and



49



---

##### Table of Contents

reusable, to cardboard boxes, glass bottles, aluminum cans and polyethylene terephthalate (PET) bottles, which are recyclable. We also continue the light-weighting of packaging to reduce material
costs, minimize the use of natural resources, reduce waste and lessen our transportation fuel consumption. We are continually exploring new forms of packaging that meet consumer needs with fewer resources.

Operating ethically is also part of our environmental mission. In January, we adopted a Responsible Sourcing Policy that includes
standards on labor issues and business conduct. We are committed to operating ethically and with high integrity, maintaining our commitment to quality, and encouraging similar conduct for our business partners. We are now conducting internal
training on the policy, and providing it to our suppliers, as we initiate new contracts or renew existing ones.

Community

We make significant contributions to the well-being of the communities where we do business, around the world. This occurs through the jobs we provide, the salaries and wages we pay, the taxes we
contribute to local and national governments, and the community support we provide in the form of donations and volunteer activities. For example, we have been involved in supporting a school in a remote, mountainous region in China, constructing
houses in Uruguay and Paraguay, supporting education and economic development programs in Argentina and Russia, and contributing water to victims in disaster stricken areas.

Our People

It takes great people to build a great company.
Thats why we focus on attracting and retaining the best talent. Our approach is to enhance our peoples skills and potential through education and training, competitive compensation and a culture of ownership that rewards people for
taking responsibility and producing results. Our ownership culture unites our people, providing the necessary energy, commitment and alignment needed to pursue our dreamto be the Best Beer Company in a Better World.

Having the right people in the right roles at the right timealigned through a clear goal-setting and rewards processimproves
productivity and enables us to continue to invest in our business and strengthen our social responsibility initiatives.

C. ORGANIZATIONAL STRUCTURE

Our most significant subsidiaries (as at 31 December 2010) are:



|                                                                                                                                 |  |                                          |  |                                |       |   |                                |  |       |  
|-------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- |  | ------------------------------ | ----- | - | ------------------------------ |  | ----- | -
|Subsidiary Name                                                                                                                  |  | Jurisdiction ofincorporation orresidence |  | Proportion ofownershipinterest |       |   | Proportionof votingrights held | 
|Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, MO 63118                                                               |  | Delaware,U.S.A.                          |  |                                | 100   | % |                                |  | 100   | %
|                                                                                                                                 |  |                                          | 
|Companhia de Bebidas das AméricasAmBev(1) Rua Dr. Renato Paes de Barros 1017
4° Andar (parte), cj. 44 e 42Itaim Bibi
São Paulo |  | Brazil                                   |  |                                | 61.86 | % |                                |  | 74.02 | %



Note:



|(1) | The difference between economic interest and voting interest for AmBev results from the fact that AmBev has issued common shares (with voting rights) and preferred
shares (without voting rights).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For a more comprehensive list of our most important financing and operating
subsidiaries see note 36 of our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010.

D. PROPERTY, PLANTS AND EQUIPMENT

For a further
discussion of property, plants and equipment, see Item 4. Information on the CompanyB. Business Overview6. Brewing Process; Raw Materials and Packaging; Production Facilities; LogisticsCapacity Expansion, Item 5.
Operating and Financial ReviewG. Liquidity and Capital ResourcesCapital Expenditures and Item 5. Operating and Financial ReviewJ. Outlook and Trend Information.



50



---

##### Table of Contents

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.



51



---

##### Table of Contents

ITEM 5. OPERATING AND FINANCIAL REVIEW

The following is a review of our financial condition and results of operations as of 31 December 2010 and 2009, and for the three
years ended 31 December 2010, and of the key factors that have affected or are expected to be likely to affect our ongoing and future operations. You should read the following discussion and analysis in conjunction with our audited consolidated
financial statements and the accompanying notes included elsewhere in this Form 20-F.

Some of the information
contained in this discussion, including information with respect to our plans and strategies for our business and our expected sources of financing, contain forward-looking statements that involve risk and uncertainties. You should read
Forward-Looking Statements for a discussion of the risks related to those statements. You should also read Item 3. Key InformationD. Risk Factors for a discussion of certain factors that may affect our business,
financial condition and results of operations.

We have prepared our audited consolidated financial statements as of
31 December 2010 and 2009, and for the three years ended 31 December 2010 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and in conformity with International
Financial Reporting Standards as adopted by the European Union (IFRS). The financial information and related discussion and analysis contained in this item are presented in U.S. dollars except as otherwise specified.
Unless otherwise specified the financial information analysis in this Form 20-F is based on our actual audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010.

See Presentation of Financial and Other Data for further information on our presentation of financial
information.

A. KEY FACTORS AFFECTING RESULTS OF OPERATIONS

We consider acquisitions, divestitures and other structural changes, economic conditions and pricing, consumer preferences, our product
mix, raw material and transport prices, the effect of our distribution arrangements, excise taxes, the effect of governmental regulations, foreign currency effects and weather and seasonality to be the key factors influencing the results of our
operations. The following sections discuss these key factors.

Acquisitions, Divestitures and Other Structural Changes

We regularly engage in acquisitions, divestitures and investments. We also engage in start-up or termination of activities and may
transfer activities between business zones. Such events have had and are expected to continue to have a significant effect on our results of operations and the comparability of period-to-period results. Significant acquisitions, divestitures,
investments and transfers of activities between business zones in the years ended 31 December 2010, 2009 and 2008 are described below.

Events in the year ended 31 December 2010 that have scope effects on our results include:



| |  |  | On 20 October 2010, AmBev and Cerveceria Regional S.A. closed a transaction pursuant to which they combined their businesses in Venezuela, with
Regional owning an 85% interest and AmBev owning the remaining 15% in the new company, which may be increased to 20% over the coming years.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The sale of a series of non-core activities in North America.
| | - |  | -------------------------------------------------------------



| |  |  | The acquisition of a local distributor in the U.S.
| | - |  | --------------------------------------------------

Events in the year ended 31 December 2009 that have scope effects on our results include:



| |  |  | In February 2009, we concluded the sale of our integrated distribution network, CafeIn, in France.
| | - |  | --------------------------------------------------------------------------------------------------



52



---

##### Table of Contents

| |  |  | On 13 March 2009, we completed the sale of InBev USA, the exclusive importer of Labatt branded beer in the United States, to an affiliate of KPS
Capital Partners, LP to satisfy requirements imposed by the U.S. Department of Justice in connection with its clearance of our acquisition of Anheuser-Busch.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In March 2009, we purchased a Pepsi bottler in Bolivia and, in April 2009, we acquired Budweiser distribution rights in Paraguay.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 30 April 2009, we completed the sale of 19.9% of Tsingtao to Asahi Breweries, Ltd. for USD 667 million. We used the net proceeds from this
divestiture to repay part of the 2008 Senior Facilities we incurred to finance the Anheuser-Busch acquisition. On 8 May 2009, we announced that we had entered into an agreement with a private investor, Mr. Chen Fashu, to sell our remaining
7% stake in Tsingtao for USD 235 million. The sale was completed on 5 June 2009.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 24 July 2009, we completed the sale of Oriental Brewery, South Koreas second largest brewery, to an affiliate of Kohlberg Kravis
Roberts & Co. L.P. for USD 1.8 billion, which resulted in USD 1.5 billion of cash proceeds and receipt of a USD 0.3 billion note receivable at closing. On 12 March 2010, the note receivable was sold for USD 0.3 billion in cash. We
expect to continue our relationship with Oriental Brewery through the exchange of best practices, by granting Oriental Brewery exclusive distribution rights over certain brands in South Korea including Budweiser, Bud Ice and Hoegaarden, and by
having an ongoing contingent interest in Oriental Brewery through an agreed earn-out. In addition, we will have the right, but not the obligation, to reacquire Oriental Brewery five years after the closing of the transaction based on predetermined
financial terms. The divestiture of Oriental Brewery was part of our ongoing deleveraging program and allowed us to repay debt incurred as a result of the Anheuser-Busch acquisition.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 29 September 2009, we completed the sale of our Tennents Lager brand and associated trading assets in Scotland, Northern Ireland and the
Republic of Ireland (part of InBev UK Limited) to C&C Group plc for a total enterprise value of GBP 180 million. Included in the sale are the Glasgow Wellpark Brewery in Scotland, where Tennents Lager is brewed, rights to the
Tennents Lager brand itself, Tennents Ales and assets located in Scotland, Northern Ireland and the Republic of Ireland. As part of the agreement, we appointed C&C Group as distributor of certain of our brands in Scotland, Northern
Ireland and the Republic of Ireland, and C&C Group granted us a license to use the Tennents Super and Tennents Pilsner brands in certain jurisdictions.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 1 October 2009, we completed the sale of four metal beverage can and lid manufacturing plants from our U.S. metal packaging subsidiary, Metal
Container Corporation, to Ball Corporation for an aggregate purchase price of USD 577 million. In connection with this transaction, Ball Corporation has entered into a long-term supply agreement to continue to supply us with metal beverage cans and
lids from the divested plants, and has committed, as part of the acquisition agreement, to offer employment to each active employee of the plants.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 1 December 2009, we completed the sale of our indirect wholly-owned subsidiary, Busch Entertainment Corporation, to an entity established by
Blackstone Capital Partners V L.P., for up to USD 2.7 billion. The purchase price was comprised of a cash payment of USD 2.3 billion and a right to participate in Blackstone Capital Partners return on its initial investment, which is capped at
USD 400 million.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 2 December 2009, we completed the sale of our Central European operations to CVC Capital Partners for an enterprise value of USD 2.2 billion,
of which USD 1.6 billion was cash, USD 448 million was received as an unsecured deferred payment obligation with a six-year maturity and USD 165 million represents the estimated value to minorities. We also received additional rights to a
future payment estimated up to USD 800 million contingent on CVCs return on its initial investments. As a result of the sale, we recorded a capital gain of USD 1.1 billion. Under the terms of the agreement, our operations in
Bosnia & Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Montenegro,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



53



---

##### Table of Contents

| | Romania, Serbia and Slovakia were sold. CVC Capital Partners agreed to brew and/or distribute Stella Artois, Becks, Löwenbräu, Hoegaarden, Spaten and Leffe in the above countries
under license from us. We retain rights to brew and distribute Staropramen in several countries including Ukraine, Russia, the United States, Germany and the United Kingdom. In addition, we have a right of first offer to reacquire the business
should CVC Capital Partners decide to sell in the future.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In 2009, following the amendment of certain U.S. pensions and post-retirement healthcare benefits as part of the Anheuser-Busch integration, we
realized a curtailment gain of USD 240 million, which was USD 178 million higher than similar items reported in 2008.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Events in the year ended 31 December 2008 that had scope effects on our results included:



| |  |  | The acquisition of Anheuser-Busch in November 2008, which was a transformational transaction that significantly affects our operational scale,
financial condition and results of operations;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The sale of the Cintra brands, acquired through the 2007 business combination with Cervejarias Cintra Ind. e Com. Ltda., in May 2008; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The sale of four wholesalers in Western Europe.
| | - |  | -----------------------------------------------

In addition to the acquisitions and divestitures described above, we may acquire, purchase or dispose of further assets or businesses in our normal course of operations. Accordingly, the financial
information presented in this Form 20-F may not reflect the scope of our business as it will be conducted in the future.

Economic Conditions and Pricing

General economic conditions in the geographic regions in which we sell our products, such as the level of disposable income, the level of inflation, the rate of economic growth, the rate of unemployment,
exchange rates and currency devaluation or revaluation, influence consumer confidence and consumer purchasing power. These factors, in turn, influence the demand for our products in terms of total volumes sold and the price that can be charged. This
is particularly true for developing countries in our Latin America North, Latin America South, Central & Eastern Europe and Asia Pacific business zones, which tend to have lower disposable income per capita and may be subject to greater
economic volatility than our principal markets in North America and Western Europe. The level of inflation has been particularly significant in our Latin America North, Latin America South and Central & Eastern Europe business zones. For
instance, Brazil has periodically experienced extremely high rates of inflation. The annual rates of inflation, as measured by the National Consumer Price Index (Indice Nacional de Preços ao Consumidor), have in the past reached a
hyper-inflationary peak of 2,489.1% in 1993. Brazilian inflation, as measured by the same index, was 5.91% in 2010. Similarly, Russia and Argentina have, in the past, experienced periods of hyper-inflation. Due to the decontrol of prices in 1992,
retail prices in Russia increased by 2,520% in that year, as measured by the Russian Federal State Statistics Institute. Argentine inflation in 1983 was 4,923.6% according to the Instituto Nacional de Estadística y Censos. As measured
by these institutes, in 2010, Russian inflation was 8.7% and Argentine inflation was 10.9%. Consequently, a central element of our strategy for achieving sustained profitable volume growth is our ability to anticipate changes in local economic
conditions and their impact on consumer demand in order to achieve the optimal combination of pricing and sales volume.

In
addition to affecting demand for our products, the general economic conditions described above may cause consumer preferences to shift between on-trade consumption channels, such as restaurants and cafés, bars, sports and leisure venues and
hotels, and off-trade consumption channels, such as traditional grocery stores, supermarkets, hypermarkets and discount stores. Products sold in off-trade consumption channels typically generate higher volumes and lower margins per retail outlet
than those sold in on-trade consumption channels, although on-trade consumption channels typically require higher levels of investment. The relative profitability of on-trade and off-trade consumption channels varies depending on various factors,
including costs of invested capital and the distribution arrangements in the different countries in which we operate. A shift in consumer preferences towards lower margin products may adversely affect our price realization and profit margins.



54



---

##### Table of Contents

Consumer Preferences

We are a consumer products company, and our results of operations largely depend on our ability to respond effectively to shifting
consumer preferences. Consumer preferences may shift due to a variety of factors, including changes in demographics, changes in social trends, such as consumer health concerns, product attributes and ingredients, changes in travel, vacation or
leisure activity patterns, weather or negative publicity resulting from regulatory action or litigation.

Product Mix

The results of our operations are substantially affected by our ability to build on our strong family of brands by
relaunching or reinvigorating existing brands in current markets, launching existing brands in new markets and introducing brand extensions and packaging alternatives for our existing brands, as well as our ability to both acquire and develop
innovative local products to respond to changing consumer preferences. Strong, well-recognized brands that attract and retain consumers, for which consumers are willing to pay a premium, are critical to our efforts to maintain and increase market
share and benefit from high margins. See Item 4. Information on the CompanyB. Business Overview2. Principal Activities and ProductsBeer for further information regarding our brands.

Raw Material and Transport Prices

We have significant exposure to fluctuations in the prices of raw materials, packaging materials, energy and transport services, each of which may significantly impact our cost of sales or distribution
expenses. Increased costs or distribution expenses will reduce our profit margins if we are unable to recover these additional costs from our customers through higher prices (see Economic Conditions and Pricing).

The main raw materials used in our beer production are malted barley, corn grits, corn syrup, rice, hops and water, while those used in
our non-beer production are flavored concentrate, fruit concentrate, sugar or sweetener and water. In addition to these inputs into our products, delivery of our products to consumers requires extensive use of packaging materials, such as glass or
PET bottles, aluminum or steel cans and kegs, labels, bottle caps, soda ash, plastic crates, metal closures, plastic closures, folding cartons, preforms and cardboard products.

The price and supply of the raw and packaging materials that we use in our operations are determined by, among other factors, the level
of crop production (both in the countries in which we are active and elsewhere in the world), weather conditions, export demand and governmental regulations and legislation affecting agriculture and trade. Many of the commodities used in our
operations experienced a price recovery in 2010 but did not see peak levels similar to those seen in 2008. The demand for sugar, like in 2009, continued to outstrip supply. Decreased energy prices, especially natural gas, helped to avoid a spike in
the price of energy intensive commodities, such as aluminum and glass. We expect that raw material and energy prices will continue to experience price fluctuations. We are exposed to increases in fuel and other energy prices through our direct and
indirect distribution networks and production operations. Increases in the prices of our products could affect demand among consumers, and thus, our sales volumes and revenue.

As further discussed under Item 11. Quantitative and Qualitative Disclosures About Market RiskMarket Risk, Hedging and Financial Instruments, we use both fixed-price purchasing contracts
and commodity derivatives to minimize our exposure to commodity price volatility when practicable. Use of fixed-price contracts to purchase raw materials comprise about half of our purchase commitments. These contracts generally have a term of one
to two years although a small number of contracts have a term of over five years. A portion of these contracts obligate us to make minimum volume of purchases or to purchase fixed quantities. See Item 4. Information on the CompanyB.
Business Overview6. Brewing Process; Raw Materials and Packaging; Production Facilities; LogisticsRaw Materials and Packaging for further details regarding our arrangements for sourcing of raw and packaging materials.



55



---

##### Table of Contents

Distribution Arrangements

We depend on effective distribution networks to deliver our products to our customers. Generally, we distribute our products through
(i) direct distribution networks, in which we deliver to points of sale directly, and (ii) indirect distribution networks, in which delivery to points of sale occurs through wholesalers and independent distributors. Indirect distribution
networks may be exclusive or non-exclusive and may, in certain business zones, involve use of third-party distribution while we retain the sales function through an agency framework. We use different distribution networks in the markets in which we
operate, as appropriate, based on the structure of the local retail sectors, local geographic considerations, scale considerations, regulatory requirements, market share and the expected added-value and capital returns.

Although specific results may vary depending on the relevant distribution arrangement and market, in general, the use of direct
distribution networks or indirect distribution networks will have the following effects on our results of operations:



| |  |  | Revenue.Revenue per hectoliter derived from sales through direct distribution tends to be higher than revenue derived from sales through third
parties. In general, under direct distribution, we receive a higher price for our products since we are selling directly to points of sale, capturing the margin that would otherwise be retained by intermediaries;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Transportation costs.In our direct distribution networks, we sell our products to the point of sale and incur additional freight costs in
transporting those products between our plant and such points of sale. Such costs are included in our distribution expenses under IFRS. In most of our direct distribution networks, we use third-party transporters and incur costs through payments to
these transporters, which are included in our distribution expenses under IFRS. In indirect distribution networks, our distribution expenses are generally limited to expenses incurred in delivering our products to relevant wholesalers or independent
distributors in those circumstances in which we make deliveries; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sales expenses.Under fully indirect distribution systems, the salesperson is generally an employee of the distributor, while under our direct
distribution networks and indirect agency networks, the salesperson is generally our employee. To the extent that we deliver our products to points of sale through direct or indirect agency distribution networks, we will incur additional sales
expenses from the hiring of additional employees (which may offset to a certain extent increased revenue gained as a result of direct distribution).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, in certain countries, we enter into exclusive importer arrangements and depend on our counterparties to these arrangements to market and distribute our products to points of sale. To the
extent that we rely on counterparties to distribution agreements to distribute our products in particular countries or regions, the results of our operations in those countries and regions will, in turn, be substantially dependent on our
counterparties own distribution networks operating effectively.

Excise Taxes

Taxation on our beer and non-beer products in the countries in which we operate is comprised of different taxes specific to each
jurisdiction, such as excise and other indirect taxes. In many jurisdictions, such excise and other indirect taxes make up a large proportion of the cost of beer charged to customers. Increases in excise and other indirect taxes applicable to our
products either on an absolute basis or relative to the levels applicable to other beverages tend to adversely affect our revenue or margins, both by reducing overall consumption and by encouraging consumers to switch to lower-taxed categories of
beverages. These increases also adversely affect the affordability of our products and our ability to raise prices. For example, see the discussion of taxes in the United States, Brazil, Russia and Ukraine in Item 3. Key InformationD.
Risk FactorsRisks Relating to Our BusinessThe beer and beverage industry may be subject to changes in taxation.



56



---

##### Table of Contents

Governmental Regulations

Governmental restrictions on beer consumption in the markets in which we operate vary from one country to another, and in some instances,
within countries. The most relevant restrictions are:



| |  |  | Legal drinking ages;
| | - |  | --------------------



| |  |  | Global and national alcohol policy reviews and the implementation of policies aimed at preventing the harmful effects of alcohol misuse (including,
among others, relating to underage drinking, drinking and driving and excessive drinking);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Restrictions on sales of alcohol generally or beer specifically, including restrictions on distribution networks, restrictions on certain retail
venues, requirements that retail stores hold special licenses for the sale of alcohol and restrictions on times or days of sale;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Advertising restrictions, which affect, among other things, the media channels employed, the content of advertising campaigns for our products and the
times and places where our products can be advertised, including in some instances, sporting events;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Restrictions imposed by antitrust or competition laws;
| | - |  | ------------------------------------------------------



| |  |  | Deposit laws (including those for bottles, crates and kegs);
| | - |  | ------------------------------------------------------------



| |  |  | Heightened environmental regulations and standards, including regulations addressing emissions of gas and liquid effluents and the disposal of one-way
packaging, compliance with which imposes costs; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Litigation associated with any of the above.
| | - |  | --------------------------------------------

Please refer to Item 4. Information on the CompanyB. Business Overview11. Regulations Affecting Our Business for a fuller description of the key laws and regulations to which our
operations are subject.

Foreign Currency

Our financial statements presentation and reporting currency is the U.S. dollar. A number of our operating companies have functional
currencies (that is, in most cases, the local currency of the respective operating company) other than our reporting currency. Consequently, foreign currency exchange rates have a significant impact on our consolidated financial statements. In
particular:



| |  |  | Changes in the value of our operating companies functional currencies against other currencies in which their costs and expenses are priced may
affect those operating companies cost of sales and operating expenses, and thus negatively impact their operating margins in functional currency terms. For instance, in 2010, as a result of market volatility, the 2010 average rate of the
Argentinean peso depreciated 5.9% against the U.S. dollar compared to the average rate of 2009. This resulted in an increase in our Argentinean subsidiarys expenses and operating costs due to a portion of its debt and cost of goods sold being
denominated in or linked to the U.S. dollar. Foreign currency transactions are accounted for at exchange rates prevailing at the date of the transactions, while monetary assets and liabilities denominated in foreign currencies are translated at the
balance sheet date. Except for exchange differences on transactions entered into in order to hedge certain foreign currency risk and exchange rate differences on monetary items that form part of the net investment in the foreign operations, gains
and losses resulting from the settlement of foreign currency transactions and from the translation of monetary assets and liabilities in currencies other than an operating companys functional currency are recognized in the income statement.
Historically, we have been able to raise prices and implement cost saving initiatives to partly offset cost and expense increases due to exchange rate volatility. We also have hedge policies designed to manage commodity price and foreign currency
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



57



---

##### Table of Contents

| | risks to protect our exposure to currencies other than our operating companies respective functional currencies. Please refer to Item 11. Quantitative and Qualitative Disclosures
about Market RiskMarket Risk, Hedging and Financial Instruments for further detail on our approach to hedging commodity price and foreign currency risk.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Any change in the exchange rates between our operating companies functional currencies and our reporting currency affects our consolidated income
statement and consolidated statement of financial position when the results of those operating companies are translated into the reporting currency for reporting purposes. Assets and liabilities of foreign operations are translated to the reporting
currency at foreign exchange rates prevailing at the balance sheet date. Income statements of foreign operations are translated to the reporting currency at exchange rates for the year approximating the foreign exchange rates prevailing at the dates
of transactions. The components of shareholders equity are translated at historical rates. Exchange differences arising from the translation of shareholders equity into the reporting currency at year-end are taken to equity (that is, in
a translation reserve). Decreases in the value of our operating companies functional currencies against the reporting currency tend to reduce their contribution to, among other things, our consolidated revenue and profit.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For further details regarding the currencies in which our revenue is realized and the effect of foreign
currency fluctuations on our results of operations see F. Impact of Changes in Foreign Exchange Rates below.

Weather and Seasonality

Weather conditions directly affect consumption of our products. High temperatures and prolonged periods of warm weather favor increased consumption of our products, while unseasonably cool or wet weather,
especially during the spring and summer months, adversely affects our sales volumes and, consequently, our revenue. Accordingly, product sales in all of our business zones are generally higher during the warmer months of the year (which also tend to
be periods of increased tourist activity) as well as during major holiday periods.

Consequently, for most countries in the
Latin America North and Latin America South business zones (particularly Argentina and most of Brazil), volumes are usually stronger in the fourth quarter due to year-end festivities and the summer season in the Southern Hemisphere, while for
countries in North America, Western Europe, Central & Eastern Europe and Asia Pacific business zones, volumes tend to be stronger during the spring and summer seasons in the second and third quarters of each year.

Based on 2010 information, for example, we realized 55% of our total 2010 volume in Western Europe in the second and third quarters,
compared to 45% in the first and fourth quarters of the year, whereas in Latin America South, we realized 42% of our sales volume in second and third quarters, compared to 58% in the first and fourth quarters.

Although such sales volume figures are the result of a range of factors in addition to weather and seasonality, they are nevertheless
broadly illustrative of the historical trend described above. Since Anheuser-Busch has substantial operations in the United States, the effects of weather conditions and seasonality in the Northern Hemisphere on our results of operations have
increased following the Anheuser-Busch acquisition in November 2008. The peak selling periods in the United States are the second and third quarters.

B. SIGNIFICANT ACCOUNTING POLICIES

The U.S.
Securities and Exchange Commission (the SEC) has defined a critical accounting policy as a policy for which there is a choice among alternatives available, and for which choosing a legitimate alternative would yield materially
different results. We believe that the following are our critical accounting policies. We consider an accounting policy to be critical if it is important to our financial condition and results of operations and requires significant or complex
judgments and estimates on the part of our management. For a summary of all of our significant accounting policies, see note 3 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended
31 December 2010 included in this Form 20-F.



58



---

##### Table of Contents

Although each of our significant accounting policies reflects judgments, assessments or
estimates, we believe that the following accounting policies reflect the most critical judgments, estimates and assumptions that are important to our business operations and the understanding of its results: revenue recognition, accounting for
business combinations and impairment of goodwill and intangible assets; pension and other post-retirement benefits; share-based compensation; contingencies; deferred and current income taxes; and accounting for derivatives. Although we believe that
our judgments, assumptions and estimates are appropriate, actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

Our products are sold for cash or on credit
terms. In relation to the sale of beverages and packaging, we recognize revenue when the significant risks and rewards of ownership have been transferred to the buyer, and no significant uncertainties remain regarding recovery of the consideration
due, associated costs or the possible return of goods, and there is no continuing management involvement with the goods. Our sales terms do not allow for a right of return.

Our customers can earn certain incentives, which are treated as deductions from revenue. These incentives primarily include volume-based incentive programs, free beer and cash discounts. In preparing the
financial statements, management must make estimates related to the contractual terms, customer performance and sales volume to determine the total amounts recorded as deductions from revenue. Management also considers past results in making such
estimates. The actual amounts ultimately paid may be different from our estimates. Such differences are recorded once they have been determined and have historically not been significant.

In many jurisdictions, excise taxes make up a large proportion of the cost of beer charged to our customers. The aggregate deductions
from revenue recorded by the Company in relation to these taxes was approximately USD 9.2 billion, USD 8.4 billion, and USD 6.8 billion for the years ended 31 December 2010, 2009 and 2008, respectively.

Accounting for Business Combinations and Impairment of Goodwill and Intangible Assets

We have made acquisitions that included a significant amount of goodwill and other intangible assets, including the acquisition of
Anheuser-Busch.

Our acquisition of Anheuser-Busch was accounted for using the purchase method of accounting under IFRS. In
2009, we completed the purchase price allocation in compliance with IFRS 3. IFRS 3 requires the acquirer to retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and
circumstances that existed as of the acquisition date. These adjustments have been reflected in our adjusted statement of financial position for 2008. The following items summarize the final purchase price allocation with adjustments being
retrospectively applied as of 18 November 2008:



| |  |  | The transaction resulted in USD 32.9 billion of goodwill, which was allocated primarily to the U.S. business on the basis of expected
synergies.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Most of the value of the acquired intangible assets relates to brands with indefinite life. The determination that brands have indefinite life is based
on a series of factors, including the brand history, the operating plan and the countries in which the brands are sold. The brands with indefinite life include the Budweiser family (including Bud and Bud Light), the Michelob brand family, the Busch
brand family and the Natural brand family; the total fair value of such brands was determined to be USD 21.4 billion.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The total fair value of acquired distribution agreements and favorable contracts was determined to be USD 439 million. These are being amortized
over the terms of the associated contracts, ranging from three to 18 years.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



59



---

##### Table of Contents

| |  |  | Investments in associates (including Grupo Modelo) were valued by considering the respective share prices and exchange rates prevailing on
18 November 2008. The valuation of our stake in Tsingtao was adjusted to reflect the consideration from the disposal of our 27% interest during 2009.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A deferred tax liability of USD 12.3 billion was accrued on most fair value adjustments based on an average tax rate of 38.9%.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------

We exercise significant judgment in the process of identifying tangible and intangible assets and
liabilities, valuing such assets and liabilities and in determining their remaining useful lives. We generally engage third-party valuation firms to assist in valuing the acquired assets and liabilities. The valuation of these assets and liabilities
is based on the assumptions and criteria which include, in some cases, estimates of future cash flows discounted at the appropriate rates. The use of different assumptions used for valuation purposes including estimates of future cash flows or
discount rates may have resulted in different estimates of value of assets acquired and liabilities assumed. Although we believe that the assumptions applied in the determination are reasonable based on information available at the date of
acquisition, actual results may differ from the forecasted amounts and the difference could be material.

We test our goodwill
and other long-lived assets for impairment annually or whenever events and circumstances indicate that the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those items. Our cash flow estimates
are based on historical results adjusted to reflect our best estimate of future market and operating conditions. Our estimates of fair values used to determine the resulting impairment loss, if any, represent our best estimate based on forecasted
cash flows, industry trends and reference to market rates and transactions. Impairments can also occur when we decide to dispose of assets.

The key judgments, estimates and assumptions used in the fair-value-less-cost-to-sell calculations are as follows:



| |  |  | The first year of the model is based on managements best estimate of the free cash flow outlook for the current year;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | In the second to fourth years of the model, free cash flows are based on our strategic plan as approved by key management. Our strategic plan is
prepared per country and is based on external sources in respect of macroeconomic assumptions, industry, inflation and foreign exchange rates, past experience and identified initiatives in terms of market share, revenue, variable and fixed cost,
capital expenditure and working capital assumptions;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | For the subsequent six years of the model, data from the strategic plan is extrapolated generally using simplified assumptions such as constant volumes
and variable cost per hectoliter and fixed cost linked to inflation, as obtained from external sources;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cash flows after the first ten-year period are extrapolated generally using expected annual long-term consumer price indices, based on external
sources, in order to calculate the terminal value;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Projections are made in the functional currency of the business unit and discounted at the units weighted average cost of capital. The latter
ranged primarily between 6.3% and 21.6% in U.S. dollar nominal terms for goodwill impairment testing conducted for 2010; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cost to sell is assumed to reach 2% of the entity value based on historical precedents.
| | - |  | ---------------------------------------------------------------------------------------

The above calculations are corroborated by valuation multiples, quoted share prices for publicly-traded subsidiaries or other available
fair value indicators.

Impairment testing of intangible assets with an indefinite useful life is primarily based on a fair
value approach using the same methodology as described above or by applying multiples that reflect current market



60



---

##### Table of Contents

transactions to indicators that drive the profitability of the asset or the royalty stream that could be obtained from licensing the intangible asset to another party in an arms length
transaction.

For additional information on goodwill, intangible assets, tangible assets and impairments, see notes 13, 14,
and 15 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010.

Pension and Other Post-Retirement Benefits

We sponsor various
post-employment benefit plans worldwide. These include pension plans, both defined contribution plans, and defined benefit plans, and other post-employment benefits. Usually, pension plans are funded by payments made both by us and our employees,
taking into account the recommendations of independent actuaries. We maintain funded and unfunded plans.

Defined
contribution plans

Contributions to these plans are recognized as expenses in the period in which they are incurred.

Defined benefit plans

For defined benefit plans, liabilities and expenses are assessed separately for each plan using the projected unit credit method. The projected unit credit method takes into account each period of service
as giving rise to an additional unit of benefit to measure each unit separately. Under this method, the cost of providing pensions is charged to the income statement during the period of service of the employee. The amounts charged to the income
statement consist of current service cost, interest cost, the expected return of any plan assets, past service costs and the effect of any settlements and curtailments.

The net defined benefit plan liability recognized in the statement of financial position is measured as the current value of the estimated future cash outflows using a discount rate equivalent to the bond
rates with maturity terms similar to those of the obligation, less any past service cost not yet recognized and the fair value of any plan assets. Past service costs result from the introduction of a new plan or changes to an existing plan. They are
recognized in the income statement over the period the benefit vests. Where the calculated amount of a defined benefit plan liability is negative (an asset), we recognize such asset to the extent of any unrecognized past service costs plus any
economic benefits available to us either from refunds or reductions in future contributions.

Assumptions used to value
defined benefit liabilities are based on actual historical experience, plan demographics, external data regarding compensation and economic trends. While we believe that our assumptions are appropriate, significant differences in our actual
experience or significant changes in our assumptions may materially affect our pension obligation and our future expense. Actuarial gains and losses consist of the effects of differences between the previous actuarial assumptions and what has
actually occurred and the effects of changes in actuarial assumptions. Actuarial gains and losses are fully recognized in equity. For further information on how changes in these assumptions could change the amounts recognized see the sensitivity
analysis within note 25 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010.

A portion of our plan assets is invested in equity securities. The equity markets have experienced volatility, which has affected the value of our pension plan assets. This volatility may make it
difficult to estimate the long-term rate of return on plan assets. Actual asset returns that differ from our assumptions are fully recognized in equity.

Other post-employment obligations

We and our subsidiaries provide health
care benefits and other benefits to certain retirees. The expected costs of these benefits are recognized over the period of employment, using an accounting methodology similar to that used for defined benefit plans.



61



---

##### Table of Contents

Share-Based Compensation

We have various types of equity settled share-based compensation schemes for employees. Employee services received, and the corresponding
increase in equity, are measured by reference to the fair value of the equity instruments as at the date of grant. Fair value of stock options is estimated by using the binomial Hull model on the date of grant based on certain assumptions. Those
assumptions are described in note 26 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010 included in this Form 20-F and include, among others, the dividend
yield, expected volatility and expected life of the stock options. The binomial Hull model assumes that all employees would immediately exercise their options if our share price were 2.5 times above the option exercise price. As a consequence, no
single expected option life applies, whereas the assumption of the expected volatility has been set by reference to the implied volatility of our shares in the open market and in light of historical patterns of volatility. In the determination of
the expected volatility, we excluded the volatility measured during the period 15 July 2008 to 30 April 2009 given the extreme market conditions experienced during that period.

Contingencies

The preparation of our financial statements requires management to make estimates and assumptions regarding contingencies which affect the valuation of assets and liabilities at the date of the financial
statements and the revenue and expenses during the reported period.

We disclose material contingent liabilities unless the
possibility of any loss arising is considered remote, and material contingent assets where the inflow of economic benefits is probable. We discuss our material contingencies in note 32 to our audited consolidated financial statements as of
31 December 2010 and 2009, and for the three years ended 31 December 2010.

Under IFRS, we record a provision for a
loss contingency when it is probable that a future event will confirm that a liability has been incurred at the date of the financial statements, and the amount of the loss can be reasonably estimated. By their nature, contingencies will only be
resolved when one or more future events occur or fail to occur and typically those events will occur over a number of years in the future. The accruals are adjusted as further information becomes available.

As discussed in Item 8. Financial InformationA. Consolidated Financial Statements and Other Financial InformationLegal
and Arbitration Proceedings, and in note 32 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010, legal proceedings covering a wide range of matters are
pending or threatened in various jurisdictions against us. We record provisions for pending litigation when we determine that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature
of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates.

Deferred and
Current Income Taxes

We recognize deferred tax effects of tax loss carry-forwards and temporary differences between
the financial statement carrying amounts and the tax basis of our assets and liabilities. We estimate our income taxes based on regulations in the various jurisdictions where we conduct business. This requires us to estimate our actual current tax
exposure and to assess temporary differences that result from different treatment of certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we record on our consolidated balance sheet.
We regularly review the deferred tax assets for recoverability and will only recognize these if we believe that it is probable that there will be sufficient taxable profit against any temporary differences that can be utilized, based on historical
taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences.

The carrying amount of a deferred tax asset is reviewed at each balance sheet date. We reduce the carrying amount of a deferred tax asset
to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilized. Any such reduction is reversed to the extent



62



---

##### Table of Contents

that it becomes probable that sufficient taxable profit will be available. If the final outcome of these matters differs from the amounts initially recorded, differences may positively or
negatively impact the income tax and deferred tax provisions in the period in which such determination is made.

Accounting for Derivatives

We enter into exchange contracts, exchange-traded foreign currency futures, interest rate swaps, cross-currency interest rate swaps, forward rate agreements, exchange-traded interest rate futures,
aluminum swaps and forwards, exchange-traded sugar futures and exchange-traded wheat futures. Our policy prohibits the use of derivatives in the context of speculative trading.

Derivative financial instruments are recognized initially at fair value. Fair value is the amount for which the asset could be exchanged
or a liability settled, between knowledgeable, willing parties in an arms length transaction.

Subsequent to initial
recognition, derivative financial instruments are remeasured to fair value at balance sheet date. For derivative financial instruments that qualify for hedge accounting, we apply the following policy: for fair value hedges, changes in fair value are
recorded in the income statement and for cash flow and net investment hedges, changes in fair value are recognized in the statement of comprehensive income and/or in the income statement for the effective and/or ineffective portion of the hedge
relationship, respectively.

The estimated fair value amounts have been determined by us using available market information
and appropriate valuation methodologies. However, considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value. The fair values of financial instruments that are not traded in an active market (for
example, unlisted equities, currency options, embedded derivatives and over-the-counter derivatives) are determined using valuation techniques. We use judgment to select an appropriate valuation methodology and underlying assumptions based
principally on existing market conditions. Changes in these assumptions may cause the company to recognize impairments or losses in future periods.

Although our intention is to maintain these instruments through maturity, they may be realized at our discretion. Should these instruments be settled only on their respective maturity dates, any effect
between the market value and estimated yield curve of the instruments would be eliminated.

C. BUSINESS ZONES

Both from an accounting and managerial perspective, we are organized along seven business units or zones: North America,
Latin America North (which includes Brazil, the Dominican Republic, Guatemala, Ecuador, and Peru for the year 2010 and Venezuela until October 2010), Latin America South (which includes Bolivia, Paraguay, Uruguay, Argentina and Chile), Western
Europe (which also includes Cuba), Central & Eastern Europe, Asia Pacific and Global Export & Holding Companies. Prior to 2007, Latin America North and Latin America South together constituted one business zoneLatin America.
Since the acquisition of Anheuser-Busch in November 2008, the Anheuser-Busch businesses are reported according to their geographic presence in the following zones: the U.S. beer business and Grupo Modelo are reported in zone North America; the U.K.
business is reported in zone Western Europe; the Harbin and Budweiser China business and the Tsingtao business, until its disposal in 2009, are reported in zone Asia Pacific; and the Export and Packaging businesses and the Entertainment business
until its disposal in 2009 are reported in Global Export & Holding Companies.

The financial performance of each
business zone, including the business zones sales volume and revenue, is measured based on our product sales within the countries that comprise that business zone rather than based on products manufactured within that business zone but sold
elsewhere. The Global Export & Holding Companies business zone includes our headquarters and the countries in which our products are sold only on an export basis and in which we do not otherwise have any operations or production activities,
as well as, as of 2010, certain intra-group transactions, which were previously recorded in the zones, are now recorded in the Global Export & Holding Companies Zone, with no impact at the consolidated level. From 2007 to November 2008, the
Global Export & Holding Companies business zone also encompassed the distribution platform established under the Import



63



---

##### Table of Contents

Agreement we entered into with Anheuser-Busch, Inc. for the import of our European brands into the United States. As a result, our North America zone during that period was comprised mainly
of sales within Canada and the export of our Canadian brands into the U.S. market. Since the Anheuser-Busch acquisition in November 2008, the transactions under the Import Agreement are considered intra-company transactions and imports of our
European brands into the United States are reported under the North America zone, which also encompasses Anheuser-Buschs U.S. beer business and Grupo Modelo, in addition to the pre-existing Canadian business. From November 2008, as a result of
the Anheuser-Busch acquisition, the Global Export & Holding Companies business zone also included the Export, Entertainment and Packaging businesses of Anheuser-Busch. On 1 October 2009 and 1 December 2009, we completed the sale
of four metal beverage can and lid manufacturing plants and our U.S. entertainment business, respectively.

In 2010, North
America accounted for 32.5% of our consolidated volumes, Latin America North for 30.1%, Asia Pacific for 12.6%, Latin America South for 8.5%, Western Europe for 8.0%, Central & Eastern Europe for 6.7% and Global Export & Holding
Companies for 1.6%. A substantial portion of our operations is carried out through our two largest subsidiaries, Anheuser-Busch (wholly-owned) and AmBev (61.86% owned as of 31 December 2010) and their respective subsidiaries.

Throughout the world, we are primarily active in the beer business. However, we also have non-beer activities (primarily consisting of
soft drinks), within certain countries in our Latin America business zones, in particular, Brazil, the Dominican Republic, Peru, Bolivia, Uruguay and Argentina. Both the beer and non-beer volumes comprise sales of brands that we own or license,
third-party brands that we brew or otherwise produce as a subcontractor and third-party products that we sell through our distribution network.

D. EQUITY INVESTMENTS

As of 31 March 2011, we held a 35.3% direct interest in Grupo Modelo, Mexicos largest brewer and producer of the Corona brand, and a 23.25% direct interest in Grupo Modelos operating
subsidiary Diblo, S.A. de C.V. (Modelo). Our direct investments in Grupo Modelo and Diblo, S.A. de C.V. give us an approximate (direct and indirect) 50% equity interest in Modelo. We hold nine of 19 positions on Grupo
Modelos board of directors (with a controlling shareholders trust holding the other ten positions) and also have membership on the Executive Committee. However, we do not have voting or other effective control of either Diblo or Grupo Modelo
and consequently account for our investments using the equity method.

Beginning in 2003, Anheuser-Busch participated in a
strategic alliance with Tsingtao, one of the largest brewers in China and producer of the Tsingtao brand. Through the Anheuser-Busch acquisition, we acquired Anheuser-Buschs 27% economic ownership interest, and 20% voting interest, in
Tsingtao. Local government authorities held the proxy voting rights for the 7% difference between our voting and economic stakes. Following the Anheuser-Busch acquisition, we announced that we had entered into an agreement with Asahi
Breweries, Ltd., whereby Asahi acquired 19.9% of Tsingtao for USD 667 million. The sale closed on 30 April 2009 and the proceeds from the sale were used to repay part of the 2008 Senior Facilities Agreement incurred as a result
of the Anheuser-Busch acquisition. On 8 May 2009, we announced that we had entered into an agreement with a private investor, Mr. Chen Fashu, to sell our remaining 7% stake in Tsingtao for USD 235 million. The sale was completed
on 5 June 2009.

See note 16 to our audited consolidated financial statements as of 31 December 2010 and 2009,
and for the three years ended 31 December 2010 for further details on these equity investments.

E. RESULTS
OF OPERATIONS

Year Ended 31 December 2010 Compared to Year Ended 31 December 2009

Volumes

Our reported volumes include both beer and non-beer (primarily carbonated soft drinks) volumes. In addition, volumes include not only
brands that we own or license, but also third-party brands that we brew or



64



---

##### Table of Contents

otherwise produce as a subcontractor and third-party products that we sell through our distribution network, particularly in Western Europe. Volumes sold by the Global Export & Holding
Companies businesses are shown separately. Our pro rata share of volumes in Grupo Modelo is not included in the reported volumes.

The table below summarizes the volume evolution by zone.



|                                  |  |                            |         |  |                            |  |         |        |  |  |       |  
|--------------------------------- |  | -------------------------- | ------- |  | -------------------------- |  | ------- | ------ |  |  | ----- | -
|                                  |  | Year
ended31 December 2010 |         |  | Year
ended31 December 2009 |  |         | Change | 
|                                  |  | (thousand hectoliters)     |         |  | (%)(1)                     | 
|North America                     |  |                            | 129,476 |  |                            |  | 134,644 |        |  |  | (3.8  | )
|Latin America North               |  |                            | 120,056 |  |                            |  | 109,794 |        |  |  | 9.3   |  
|Latin America South               |  |                            | 33,854  |  |                            |  | 33,319  |        |  |  | 1.6   |  
|Western Europe                    |  |                            | 31,833  |  |                            |  | 33,306  |        |  |  | (4.4  | )
|Central & Eastern Europe          |  |                            | 26,750  |  |                            |  | 40,178  |        |  |  | (33.4 | )
|Asia Pacific                      |  |                            | 50,268  |  |                            |  | 52,486  |        |  |  | (4.2  | )
|Global Export & Holding Companies |  |                            | 6,681   |  |                            |  | 4,875   |        |  |  | 37.0  |  
|                                  |  |                            |         |  |                            |  |         |        |  |  |       |  
|Total                             |  |                            | 398,918 |  |                            |  | 408,603 |        |  |  | (2.4  | )
|                                  |  |                            |         |  |                            |  |         |        |  |  |       |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.
|--- | -------------------------------------------------------------------------------------------------------------------------------

Our consolidated volumes for the year ended 31 December 2010 decreased 9.7 million hectoliters, or 2.4%, to
398.9 million hectoliters compared to our consolidated volumes for the year ended 31 December 2009.

The results for
the year ended 31 December 2010 reflect the performance of our business after the completion of certain acquisitions and disposals we undertook in 2009 and 2010:



| |  |  | The 2009 acquisitions and disposals include the acquisitions of Budweiser distribution rights in Paraguay and a Pepsi bottler in Bolivia and the
disposals of Oriental Brewery, the Tennents Lager brand and associated trading assets and our Central European operations. The 2010 disposals include the transaction entered into between AmBev and Cerveceria Regional S.A. related to their
business in Venezuela. Collectively, these acquisitions and disposals negatively impacted our volumes by 18.0 million hectoliters (net) for the year ended 31 December 2010 compared to the year ended 31 December 2009. For further
details of these acquisitions and dispositions, see Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of OperationsAcquisitions, Divestitures and Other Structural Changes.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Excluding volume changes attributable to the acquisitions and disposals described above and certain changes in consolidation scope in
Asia Pacific, our consolidated volumes would have increased by 8.3 million hectoliters, or 2.0%, and our own beer volumes would have increased by 2.1% for the year ended 31 December 2010 compared to our volumes for the year ended
31 December 2009. The increase in volumes results mainly from continued strong performances in certain key brands led by Antarctica, Brahma and Skol in Brazil, Harbin and Budweiser in China, and Budweiser in the United Kingdom. On the same
basis, in the year ended 31 December 2010, our non-beer volumes grew by 3.8% compared to our volumes for the year ended 31 December 2009.

North America

In the year ended 31 December 2010, our volumes
in North America declined by 5.2 million hectoliters, or 3.8%, compared to the year ended 31 December 2009, impacted in part by a transfer of activities to our Global Export & Holding Companies zone. Excluding this transfer of
activities, our total volumes would have declined by 3.1% from 2009 to 2010. Shipment volumes in the United States declined 3.0% with domestic United States beer sales-to-retailers adjusted for the number of selling days decreasing 3.2% in the year
ended 31 December 2010



65



---

##### Table of Contents

compared to 2009. In the United States, the high levels of unemployment continued to be the main driver of industry volume decline, affecting the sub-premium and premium categories in particular.
Full year 2010 market share fell by almost half a percentage point from last year driven mainly by losses in our sub-premium and non-Focus brands where we made a decision to rebalance our brand portfolio.

In Canada, our beer volumes fell 3.9% during the year ended 31 December 2010. Demand across the industry continued to be weak,
leading to a second straight year of industry decline, down 1% in 2010, after 10 years of growth. Market share fell in 2010 as compared to 2009 as we continued to focus on balancing volume with profitability.

Latin America North

In the year ended 31 December 2010, our volumes in the Latin America North zone grew by 10.3 million hectoliters, or 9.3%, compared to 2009. Excluding the transaction related to Venezuela
described above our total volumes would have increased by 9.6%, with beer volume growth of 10.5% and soft drink growth of 7.3% on the same basis. In Brazil, beer volume grew by 10.7% in 2010 driven by strong industry growth as well as market share
gains driven by product and packaging innovations, such as Antartica Sub Zero, the roll-out of 1 Liter packaging and Skol 360.

Latin America South

Latin America South volumes for the year ended 31 December 2010 increased by 0.5 million hectoliters, or 1.6%, compared to 2009. This increase includes volumes from our acquisition of Budweiser
distribution rights in Paraguay and a Pepsi bottler in Bolivia in 2009. Excluding the effect of these acquisitions, our total volumes would have increased by 0.7%, as solid growth of our beer operations of 3.9% was partly offset by a 4.2% decline in
our non-beer activities as a consequence of industry weakness in Argentina. Beer volumes in Argentina grew 1.7% in 2010 as compared to 2009, reflecting a weak industry performance during the first half of 2010 and improvements in the second half.

Western Europe

Our volumes for the year ended 31 December 2010 declined by 1.5 million hectoliters, or 4.4%, compared to the year ended 31 December 2009. Excluding the disposals of the Tennents
Lager brand and associated trading assets described above, our own beer volumes declined 1.6%, while total volumes, including subcontracted volumes, declined 2.5% in the year ended 31 December 2010 compared to 2009. Volume growth in the United
Kingdom was offset by volume declines in Germany and Belgium.

In Belgium, our own beer volume fell 4.9% between 2009 and 2010
due to social actions in January 2010, increased competition in the off-trade and the impact of severe winter weather on transport and consumption in the fourth quarter. In Germany, our own beer volumes declined 9.0% in 2010 as compared to 2009,
mainly driven by a weak industry performance and a very competitive, price-driven off-trade environment, resulting in market share loss. In the United Kingdom, excluding the disposals described above, our own beer volumes grew 3.4% in the year ended
31 December 2010 compared to 2009, driven by a strong performance by Budweiser with growth in the year of 36.1%. Our United Kingdom business achieved market share gains in both the on-trade and off-trade channels, driven by Budweisers
FIFA World Cup sponsorship in addition to continued growth of Becks Vier in the on-trade.

Central &
Eastern Europe

Our volumes for the year ended 31 December 2010 declined by 13.4 million hectoliters, or
33.4%, compared to the year ended 31 December 2009. Excluding the disposal of our Central European operations described above, our volumes decreased 0.9% between 2009 and 2010. In Russia, volumes fell 1.7% year on year reflecting industry
weakness at the beginning of 2010 following inventory build-up by distributors and retailers in the fourth quarter of 2009 in anticipation of the excise tax increase that took effect in January 2010. Market share gains were achieved behind the
launch of Bud in May, and the strong performance of our Focus Brand Kliskoye with growth of 5.3% in 2010. In Ukraine, beer volumes grew by 0.4% for the year ended 31 December 2010



66



---

##### Table of Contents

compared to the same period in 2009, following the launch of new national campaigns for our brands Chernigivske and Rogan in the last two months of 2010.

Asia Pacific

For the year ended 31 December 2010, our volumes declined 2.2 million hectoliters, or 4.2%, compared to the year ended 31 December 2009. Excluding the disposal of Oriental Brewery and
changes in consolidation scope in the zone, our volumes in China increased by 6.0% year on year driven by the growth of our Focus brands and the successful launch of Budweiser Lime in major cities across China.

Global Export & Holding Companies

For the year ended 31 December 2010, our Global Export & Holding Companies volume increased 1.8 million hectoliters, or 37% compared to the year ended 31 December 2009, primarily
due to a transfer of activities from North America.

Revenue

Revenue refers to turnover less excise taxes and discounts. See A. Key Factors Affecting Results of OperationsExcise
Taxes.

The following table reflects changes in revenue across our business zones for the full year ended
31 December 2010 as compared to our revenue for the full year ended 31 December 2009.



|                                  |  |                            |        |  |                            |  |        |        |  |  |       |  
|--------------------------------- |  | -------------------------- | ------ |  | -------------------------- |  | ------ | ------ |  |  | ----- | -
|                                  |  | Year
ended31 December 2010 |        |  | Year
ended31 December 2009 |  |        | Change | 
|                                  |  | (USD million)              |        |  | (%)(1)                     | 
|North America                     |  |                            | 15,296 |  |                            |  | 15,486 |        |  |  | (1.2  | )
|Latin America North               |  |                            | 10,018 |  |                            |  | 7,649  |        |  |  | 31.0  |  
|Latin America South               |  |                            | 2,182  |  |                            |  | 1,899  |        |  |  | 14.9  |  
|Western Europe                    |  |                            | 3,937  |  |                            |  | 4,312  |        |  |  | (8.7  | )
|Central & Eastern Europe          |  |                            | 1,619  |  |                            |  | 2,492  |        |  |  | (35.0 | )
|Asia Pacific                      |  |                            | 1,767  |  |                            |  | 1,985  |        |  |  | (11.0 | )
|Global Export & Holding Companies |  |                            | 1,479  |  |                            |  | 2,936  |        |  |  | (49.6 | )
|                                  |  |                            |        |  |                            |  |        |        |  |  |       |  
|Total                             |  |                            | 36,297 |  |                            |  | 36,758 |        |  |  | (1.3  | )
|                                  |  |                            |        |  |                            |  |        |        |  |  |       |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.
|--- | -------------------------------------------------------------------------------------------------------------------------------

Our consolidated revenue was USD 36,297 million for the year ended 31 December 2010. This represented a decline of 1.3% as
compared to our consolidated revenue for the year ended 31 December 2009 of USD 36,758 million. The results for the year ended 31 December 2010 reflect the performance of our business after the completion of certain acquisitions and
disposals we undertook in 2009 and 2010 and currency translation effects.



| |  |  | The 2009 acquisitions and disposals include the acquisitions of Budweiser distribution rights in Paraguay and a Pepsi bottler in Bolivia, offset by the
disposals of InBev USA, Oriental Brewery, the Tennents Lager brand and associated trading assets, four metal beverage can and lid manufacturing plants in the United States, Busch Entertainment Corporation, and our Central European operations
(collectively, the 2009 acquisitions and disposals). The 2010 disposals include the transaction entered into between AmBev and Cerveceria Regional S.A. related to their business in Venezuela and the disposal of certain non-core
activities in North America (collectively the 2010 disposals, and together with the 2009 acquisitions and disposals, the 2009 and 2010 acquisitions and disposals). The 2009 and 2010 acquisitions and disposals described above
negatively impacted our consolidated revenue by USD 2,959 million (net) for the year ended 31 December 2010 compared to the year ended
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



67



---

##### Table of Contents

| | 31 December 2009. For further details of these acquisitions and dispositions, see Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of
OperationsAcquisitions, Divestitures and Other Structural Changes.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our consolidated revenue for the year ended 31 December 2010 also reflects a favorable currency translation impact of USD 1,255 million
mainly arising from currency translation effects in Latin America North.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Excluding the effects of the
business acquisitions and disposals and the currency translation effects described above, our revenue would have increased 3.4% for the year ended 31 December 2010 compared to the year ended 31 December 2009. Our consolidated revenue for
the year ended 31 December 2010 was partly impacted by the developments in volume discussed above. The main business zone contributing to growth in our consolidated revenues was Latin America North, where revenue growth was attributable to
favorable currency translation effects, higher volumes in beer and non-beer categories and overall industry growth driven by the robust Brazilian economy. On the same basis, revenue per hectoliter grew reflecting positive momentum, in part due to
selective price increases in the latter part of 2010. Such growth was partially offset by geography mix, as Latin America North, Latin America South and Asia Pacific grew faster than zones with higher revenue per hectoliter, and by the excise tax
impact in Russia.

Cost of sales

The following table reflects changes in cost of sales across our business zones for the full year ended 31 December 2010 as compared to the full year ended 31 December 2009:



|                                  |  |                             |         |   |                            |  |         |        |  |  |       |  
|--------------------------------- |  | --------------------------- | ------- | - | -------------------------- |  | ------- | ------ |  |  | ----- | -
|                                  |  | Year ended 31 December 2010 |         |   | Year
ended31 December 2009 |  |         | Change | 
|                                  |  | (USD million)               |         |   | (%)(1)                     | 
|North America                     |  |                             | (6,946  | ) |                            |  | (7,525  | )      |  |  | 7.7   |  
|Latin America North               |  |                             | (3,410  | ) |                            |  | (2,487  | )      |  |  | (37.1 | )
|Latin America South               |  |                             | (842    | ) |                            |  | (735    | )      |  |  | (14.6 | )
|Western Europe                    |  |                             | (1,883  | ) |                            |  | (1,962  | )      |  |  | 4.0   |  
|Central & Eastern Europe          |  |                             | (857    | ) |                            |  | (1,194  | )      |  |  | 28.2  |  
|Asia Pacific                      |  |                             | (1,008  | ) |                            |  | (1,052  | )      |  |  | 4.2   |  
|Global Export & Holding Companies |  |                             | (1,206  | ) |                            |  | (2,243  | )      |  |  | 46.2  |  
|                                  |  |                             |         |   |                            |  |         |        |  |  |       |  
|Total                             |  |                             | (16,151 | ) |                            |  | (17,198 | )      |  |  | 6.1   |  
|                                  |  |                             |         |   |                            |  |         |        |  |  |       |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.
|--- | -------------------------------------------------------------------------------------------------------------------------------

Our consolidated cost of sales was USD 16,151 million for year ended 31 December 2010. This represented a decrease of USD
1,047 million, or 6.1%, compared to our consolidated cost of sales for the year ended 31 December 2009. The results for the year ended 31 December 2010 reflect the performance of our business after the completion of certain
acquisitions and disposals we undertook in 2009 and 2010 and currency translation effects.



| |  |  | The 2009 and 2010 acquisitions and disposals described above positively impacted our consolidated cost of sales by USD 1,710 million (net) for the
year ended 31 December 2010 compared to the year ended 31 December 2009. For further details of these acquisitions and dispositions, see Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of
OperationsAcquisitions, Divestitures and Other Structural Changes.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our consolidated cost of sales for the year ended 31 December 2010 also reflects a negative currency translation impact of USD 394 million
mainly arising from currency translation effects in Latin America North and North America (Canada).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



68



---

##### Table of Contents

Excluding the effects of the business acquisitions and disposals and the currency
translation effects described above, our cost of sales would have increased by 1.6% as compared to the year ended 31 December 2009 as higher raw material and packaging costs in Latin America North and Latin America South offset procurement
savings and best practices implementation in North America and Western Europe. On the same basis, cost of sales per hectoliter decreased primarily as result of geography mix as Latin America North and Asia Pacific grew faster than zones with higher
cost of sales per hectoliter.

Operating expenses

The discussion below relates to our operating expenses, which equal the sum of our distribution expenses, sales and marketing expenses,
administrative expenses and other operating income and expenses (net), for the year ended 31 December 2010 as compared to the year ended 31 December 2009. Our operating expenses do not include exceptional charges, which are reported
separately.

Our operating expenses for the year ended 31 December 2010 were USD 8,981 million, representing a
decrease of USD 331 million, or 3.6% compared to our operating expenses for the year ended 31 December 2009.

Distribution expenses

The following table reflects changes in distribution expenses across our business zones for the full year ended 31 December 2010 as compared to the full year ended 31 December 2009:



|                                  |  |                             |        |   |                            |  |        |        |  |  |       |  
|--------------------------------- |  | --------------------------- | ------ | - | -------------------------- |  | ------ | ------ |  |  | ----- | -
|                                  |  | Year ended 31 December 2010 |        |   | Year
ended31 December 2009 |  |        | Change | 
|                                  |  | (USD million)               |        |   | (%)(1)                     | 
|North America                     |  |                             | (774   | ) |                            |  | (792   | )      |  |  | 2.3   |  
|Latin America North               |  |                             | (1,128 | ) |                            |  | (781   | )      |  |  | (44.4 | )
|Latin America South               |  |                             | (180   | ) |                            |  | (166   | )      |  |  | (8.4  | )
|Western Europe                    |  |                             | (393   | ) |                            |  | (457   | )      |  |  | 14.0  |  
|Central & Eastern Europe          |  |                             | (191   | ) |                            |  | (241   | )      |  |  | 20.7  |  
|Asia Pacific                      |  |                             | (140   | ) |                            |  | (142   | )      |  |  | 1.4   |  
|Global Export & Holding Companies |  |                             | (106   | ) |                            |  | (93    | )      |  |  | (14.0 | )
|                                  |  |                             |        |   |                            |  |        |        |  |  |       |  
|Total                             |  |                             | (2,913 | ) |                            |  | (2,671 | )      |  |  | (9.1  | )
|                                  |  |                             |        |   |                            |  |        |        |  |  |       |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.
|--- | -------------------------------------------------------------------------------------------------------------------------------

Our consolidated distribution expenses were USD 2,913 million for the year ended 31 December 2010. This represented an
increase of USD 242 million, or 9.1%, as compared to the year ended 31 December 2009. The results for the year ended 31 December 2010 reflect the performance of our business after the completion of certain acquisitions and
disposals we undertook in 2009 and 2010 and currency translation effects.



| |  |  | The 2009 and 2010 acquisitions and disposals described above positively impacted our consolidated distribution expenses by USD 149 million (net)
for the year ended 31 December 2010 compared to the year ended 31 December 2009. For further details of these acquisitions and dispositions, see Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of
OperationsAcquisitions, Divestitures and Other Structural Changes.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our consolidated distribution expenses for the year ended 31 December 2010 also reflect a negative currency translation impact of USD
140 million mainly arising from currency translation effects in Latin America North.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



69



---

##### Table of Contents

Excluding the effects of the business acquisitions and disposals and the currency
translation effects described above, the increase in distribution expenses would have been 9.3% driven by higher transport tariffs in Russia and Ukraine, and higher transportation costs in Brazil and China related to geographic expansion.

Sales and marketing expenses

Marketing expenses include all costs relating to the support and promotion of brands, including operating overhead costs (such as payroll and office costs) of the marketing departments, advertising costs
(such as agency fees and media costs), global and local sponsorships, events, surveys, and market research. Sales expenses include all costs relating to the selling of products, including operating costs (such as payroll and office costs) of the
sales department and sales force.

The following table reflects changes in sales and marketing expenses across our business
zones for the full year ended 31 December 2010 as compared to the full year ended 31 December 2009:



|                                  |  |                             |        |   |                             |  |        |        |  |  |       |  
|--------------------------------- |  | --------------------------- | ------ | - | --------------------------- |  | ------ | ------ |  |  | ----- | -
|                                  |  | Year ended 31 December 2010 |        |   | Year ended 31 December 2009 |  |        | Change | 
|                                  |  | (USD million)               |        |   | (%)(1)                      | 
|North America                     |  |                             | (1,565 | ) |                             |  | (1,694 | )      |  |  | 7.6   |  
|Latin America North               |  |                             | (1,238 | ) |                             |  | (1,016 | )      |  |  | (21.9 | )
|Latin America South               |  |                             | (228   | ) |                             |  | (182   | )      |  |  | (25.3 | )
|Western Europe                    |  |                             | (716   | ) |                             |  | (798   | )      |  |  | 10.3  |  
|Central & Eastern Europe          |  |                             | (353   | ) |                             |  | (485   | )      |  |  | 27.2  |  
|Asia Pacific                      |  |                             | (439   | ) |                             |  | (542   | )      |  |  | 19.0  |  
|Global Export & Holding Companies |  |                             | (174   | ) |                             |  | (275   | )      |  |  | 36.7  |  
|                                  |  |                             |        |   |                             |  |        |        |  |  |       |  
|Total                             |  |                             | (4,712 | ) |                             |  | (4,992 | )      |  |  | 5.6   |  
|                                  |  |                             |        |   |                             |  |        |        |  |  |       |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.
|--- | -------------------------------------------------------------------------------------------------------------------------------

Our consolidated sales and marketing expenses were USD 4,712 million for the year ended 31 December 2010. This represented
a decrease of USD 280 million, or 5.6%, as compared to our sales and marketing expenses for the year ended 31 December 2009. The results for the year ended 31 December 2010 reflect the performance of our business after the completion
of certain acquisitions and disposals we undertook in 2009 and 2010 and currency translation effects.



| |  |  | The 2009 and 2010 acquisitions and disposals described above positively impacted our consolidated sales and marketing expenses by USD 393 million
(net) for the year ended 31 December 2010 compared to the year ended 31 December 2009. For further details of these acquisitions and dispositions, see Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of
OperationsAcquisitions, Divestitures and Other Structural Changes.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our consolidated sales and marketing expenses for the year ended 31 December 2010 also reflect a negative currency translation impact of USD 137
million.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Excluding the effects of the business acquisitions and disposals and currency translation
described above and the conversion in 2010 of certain sales expenses into discount programs in Western Europe and Asia Pacific, our overall sales and marketing expenses for the year ended 31 December 2010 would have increased 2.0%, resulting
from increased investments in our key brands, innovation and sponsoring activities in the early part of 2010 (e.g. FIFA World Cup), including an increase in Central and Eastern Europe to support the launch of Bud in Russia. This increase was offset
in part by reductions in overhead expenses, especially in the United States.

Administrative expenses

The following table reflects changes in administrative expenses across our business zones for the full year ended
31 December 2010 as compared to the full year ended 31 December 2009:



|                         |  |                             |      |   |                             |  |      |        |  |  |      |  
|------------------------ |  | --------------------------- | ---- | - | --------------------------- |  | ---- | ------ |  |  | ---- | -
|                         |  | Year ended 31 December 2010 |      |   | Year ended 31 December 2009 |  |      | Change | 
|                         |  | (USD million)               |      |   | (%)(1)                      | 
|North America            |  |                             | (526 | ) |                             |  | (636 | )      |  |  | 17.3 |  
|Latin America North      |  |                             | (518 | ) |                             |  | (551 | )      |  |  | 6.0  |  
|Latin America South      |  |                             | (75  | ) |                             |  | (73  | )      |  |  | (2.7 | )
|Western Europe           |  |                             | (291 | ) |                             |  | (389 | )      |  |  | 25.2 |  
|Central & Eastern Europe |  |                             | (109 | ) |                             |  | (171 | )      |  |  | 36.3 |  



70



---

##### Table of Contents

|                                  |  |                             |        |   |                             |  |        |        |  |  |      |  
|--------------------------------- |  | --------------------------- | ------ | - | --------------------------- |  | ------ | ------ |  |  | ---- | -
|                                  |  | Year ended 31 December 2010 |        |   | Year ended 31 December 2009 |  |        | Change | 
|Asia Pacific                      |  |                             | (148   | ) |                             |  | (142   | )      |  |  | (4.2 | )
|Global Export & Holding Companies |  |                             | (292   | ) |                             |  | (349   | )      |  |  | 16.3 |  
|                                  |  |                             |        |   |                             |  |        |        |  |  |      |  
|Total                             |  |                             | (1,960 | ) |                             |  | (2,310 | )      |  |  | 15.2 |  
|                                  |  |                             |        |   |                             |  |        |        |  |  |      |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.
|--- | -------------------------------------------------------------------------------------------------------------------------------

Our consolidated administrative expenses were USD 1,960 million for the year ended 31 December 2010. This represented a
decrease of USD 350 million, or 15.2%, as compared to our consolidated administrative expenses for the year ended 31 December 2009. The results for the year ended 31 December 2010 reflect the performance of our business after the
completion of certain acquisitions and disposals we undertook in 2009 and 2010 and currency translation effects.



| |  |  | The 2009 and 2010 acquisitions and disposals described above positively impacted our consolidated administrative expenses by USD 90 million (net)
for the year ended 31 December 2010 compared to the year ended 31 December 2009. For further details of these acquisitions and dispositions, see Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of
OperationsAcquisitions, Divestitures and Other Structural Changes.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our consolidated administrative expenses for the year ended 31 December 2010 also reflect a negative currency translation impact of USD 44
million.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

Excluding the effects of the business acquisitions and disposals, and the currency translation
effects described above, administrative expenses would have decreased by 13.2% as a result of continued fixed cost savings across our business, and lower accruals for variable compensation as compared to 2009.

Other operating income/(expenses)

The following table reflects changes in other operating income and expenses across our business zones for the full year ended 31 December 2010 as compared to the full year ended 31 December
2009:



|                                  |  |                             |     |   |                            |  |      |        |  |  |       |  
|--------------------------------- |  | --------------------------- | --- | - | -------------------------- |  | ---- | ------ |  |  | ----- | -
|                                  |  | Year ended 31 December 2010 |     |   | Year ended31 December 2009 |  |      | Change | 
|                                  |  | (USD million)               |     |   | (%)(1)                     | 
|North America                     |  |                             | 61  |   |                            |  | 54   |        |  |  | 13.0  |  
|Latin America North               |  |                             | 359 |   |                            |  | 243  |        |  |  | 47.7  |  
|Latin America South               |  |                             | (8  | ) |                            |  | (12  | )      |  |  | 33.3  |  
|Western Europe                    |  |                             | 83  |   |                            |  | (107 | )      |  |  | 177.6 |  
|Central & Eastern Europe          |  |                             | 7   |   |                            |  | (121 | )      |  |  | 105.8 |  
|Asia Pacific                      |  |                             | 47  |   |                            |  | 36   |        |  |  | 30.6  |  
|Global Export & Holding Companies |  |                             | 54  |   |                            |  | 568  |        |  |  | (90.5 | )
|                                  |  |                             |     |   |                            |  |      |        |  |  |       |  
|Total                             |  |                             | 604 |   |                            |  | 661  |        |  |  | (8.6  | )
|                                  |  |                             |     |   |                            |  |      |        |  |  |       |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.
|--- | -------------------------------------------------------------------------------------------------------------------------------

The net positive effect of our other operating income and expenses for the year ended 31 December 2010 was USD 604 million. This
represented a decrease of USD 57 million, or 8.6%, compared to the year ended 31 December 2009. The results for the year ended 31 December 2010 reflect the performance of our business after the completion of certain acquisitions
and disposals we undertook in 2009 and 2010 and currency translation effects.



71



---

##### Table of Contents

| |  |  | The 2009 and 2010 acquisitions and disposals described above negatively impacted our consolidated other operating income/expenses by USD 8 million
(net) for the year ended 31 December 2010 compared to the year ended 31 December 2009. For further details of these acquisitions and dispositions, see Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of
OperationsAcquisitions, Divestitures and Other Structural Changes.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our consolidated other operating income/expenses for the year ended 31 December 2010 also reflect a positive currency translation impact of USD 40
million.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

Excluding the effects of these business acquisitions and disposals and the currency translation
effects, other operating income would have decreased 13.4% for the year ended 31 December 2010 as compared to 2009 as the 2009 results were impacted by a curtailment gain in 2009 in North America following the amendment of certain U.S. pensions
and post-retirement healthcare benefits as part of the Anheuser-Busch integration. As of 2010, certain intragroup transactions, previously recorded in the Zones, are recorded in the Global Export & Holding Companies Zone, with no impact on
consolidated results.

Exceptional items

Exceptional items are items which, in our managements judgment, need to be disclosed separately by virtue of their size and incidence in order to obtain a proper understanding of our financial
information. We consider these items to be of significance in nature, and accordingly, our management has excluded these items from their segment measures of performance as described in note 8 to our audited consolidated financial statements as of
31 December 2010 and 2009, and for the three years ended 31 December 2010.

For the year ended 31 December
2010, exceptional items consisted of restructuring charges and business and asset disposals. Exceptional items were as follows for the years ended 31 December 2010 and 2009:



|                                                          |  |                            |      |   |                            |  |       |  
|--------------------------------------------------------- |  | -------------------------- | ---- | - | -------------------------- |  | ----- | -
|                                                          |  | Year ended31 December 2010 |      |   | Year ended31 December 2009 | 
|                                                          |  | (USD million)              |     
|Restructuring (including impairment losses)               |  |                            | (252 | ) |                            |  | (153  | )
|Fair value adjustments                                    |  |                            |     |   |                            |  | (67   | )
|Business and asset disposal (including impairment losses) |  |                            | (16  | ) |                            |  | 1,541 |  
|                                                          |  |                            |      |   |                            |  |       |  
|Total                                                     |  |                            | (268 | ) |                            |  | 1,321 |  
|                                                          |  |                            |      |   |                            |  |       |  

Restructuring

Exceptional restructuring charges amounted to USD 252 million for the year ended 31 December 2010 as compared to USD 153 million for 2009. The 2010 charges are primarily related
to the continued Anheuser-Busch integration in North America and organizational alignments in Western Europe. In addition, these charges include restructuring and impairment losses related to the closure of the Hamilton Brewery in Canada. These
changes aim to eliminate overlap or duplicated processes and activities across functions and zones and are intended to provide us with a lower cost base, a stronger focus on our core activities, quicker decision-making and improvements to
efficiency, service and quality.

Business and asset disposal

Business and asset disposals (including impairment losses) amounted to a net charge of USD 16 million for the year ended
31 December 2010 compared to a net benefit of USD 1,541 million for the same period in 2009. For 2010, the balance reflects the net impact resulting from a gain on the settlement of the deferred portion of the sale proceeds from the
disposal of Oriental Brewery of USD 50 million and positive adjustments of USD 17 million on accruals and provisions relating to certain divestitures from previous years. This was more than offset by the measurement at fair value of the
retained interest in the combination in Venezuela between AmBev and Cerveceria Regional S.A. resulting in a charge of USD 31 million and losses on disposal on certain non-core Anheuser-Busch assets resulting in a net charge of USD
52 million, including a USD 65 million impairment loss. See Item 5.



72



---

##### Table of Contents

Operating and Financial ReviewA. Key Factors Affecting Results of OperationsAcquisitions, Divestitures and Other Structural Changes.

Profit from operations

The following table reflects changes in profit from operations across our business zones for the full year ended 31 December 2010 as compared to the full year ended 31 December 2009:



|                                  |  |                            |        |   |                            |  |        |        |  |  |        |  
|--------------------------------- |  | -------------------------- | ------ | - | -------------------------- |  | ------ | ------ |  |  | ------ | -
|                                  |  | Year ended31 December 2010 |        |   | Year ended31 December 2009 |  |        | Change | 
|                                  |  | (USD million)              |        |   | (%)(1)                     | 
|North America                     |  |                            | 5,309  |   |                            |  | 4,956  |        |  |  | 7.1    |  
|Latin America North               |  |                            | 4,049  |   |                            |  | 3,165  |        |  |  | 27.9   |  
|Latin America South               |  |                            | 841    |   |                            |  | 724    |        |  |  | 16.2   |  
|Western Europe                    |  |                            | 683    |   |                            |  | 543    |        |  |  | 25.8   |  
|Central & Eastern Europe          |  |                            | 118    |   |                            |  | 279    |        |  |  | (57.7  | )
|Asia Pacific                      |  |                            | 88     |   |                            |  | 96     |        |  |  | (8.3   | )
|Global Export & Holding Companies |  |                            | (191   | ) |                            |  | 1,805  |        |  |  | (110.6 | )
|                                  |  |                            |        |   |                            |  |        |        |  |  |        |  
|Total                             |  |                            | 10,897 |   |                            |  | 11,569 |        |  |  | (5.8   | )
|                                  |  |                            |        |   |                            |  |        |        |  |  |        |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.
|--- | -------------------------------------------------------------------------------------------------------------------------------

Our profit from operations decreased to USD 10,897 million for the year ended 31 December 2010. This represented a
decrease of USD 672 million, or 5.8%, as compared to our profit from operations for the year ended 31 December 2009. The results for the year ended 31 December 2010 reflect the performance of our business after the completion of
certain acquisitions and disposals we undertook in 2009 and 2010, currency translation effects and the effects of certain exceptional items as described above. For further details of these acquisitions and dispositions, see Item 5. Operating
and Financial ReviewA. Key Factors Affecting Results of OperationsAcquisitions, Divestitures and Other Structural Changes.

See note 5 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010 for additional information on our 2010 profit from
operations by zone.

EBITDA, as defined

The following table reflects changes in our EBITDA, as defined, for the full year ended 31 December 2010 as compared to the full year ended 31 December 2009:



|                              |  |                            |        |   |                            |  |        |        |  |  |       |  
|----------------------------- |  | -------------------------- | ------ | - | -------------------------- |  | ------ | ------ |  |  | ----- | -
|                              |  | Year ended31 December 2010 |        |   | Year ended31 December 2009 |  |        | Change | 
|                              |  | (USD million)              |        |   | (%)(1)                     | 
|Profit                        |  |                            | 5,762  |   |                            |  | 5,877  |        |  |  | (2.0  | )
|Net finance cost              |  |                            | 3,736  |   |                            |  | 4,419  |        |  |  | (15.3 | )
|Income tax expense            |  |                            | 1,920  |   |                            |  | 1,786  |        |  |  | 7.5   |  
|Share of result of associates |  |                            | (521   | ) |                            |  | (513   | )      |  |  | (1.6  | )
|                              |  |                            |        |   |                            |  |        |        |  |  |       |  
|Profit from operations        |  |                            | 10,897 |   |                            |  | 11,569 |        |  |  | (5.8  | )



73



---

##### Table of Contents

|                                          |  |                            |        |  |                            |  |        |        |  |  |      |  
|----------------------------------------- |  | -------------------------- | ------ |  | -------------------------- |  | ------ | ------ |  |  | ---- | -
|                                          |  | Year ended31 December 2010 |        |  | Year ended31 December 2009 |  |        | Change | 
|                                          |  | (USD million)              |        |  | (%)(1)                     | 
|Depreciation, amortization and impairment |  |                            | 2,788  |  |                            |  | 2,818  |        |  |  | (1.1 | )
|                                          |  |                            |        |  |                            |  |        |        |  |  |      |  
|EBITDA, as defined                        |  |                            | 13,685 |  |                            |  | 14,387 |        |  |  | (4.9 | )
|                                          |  |                            |        |  |                            |  |        |        |  |  |      |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.
|--- | -------------------------------------------------------------------------------------------------------------------------------

A performance measure such as EBITDA, as defined, is a non-IFRS measure. The financial measure most directly comparable to EBITDA, as
defined, presented in accordance with IFRS in our consolidated financial statements, is profit. EBITDA, as defined, is a measure used by our management to evaluate our business performance and is defined as profit from operations before
depreciation, amortization and impairment. EBITDA, as defined, is a key component of the measures that are provided to senior management on a monthly basis at the group level, the zone level and lower levels. We believe EBITDA, as defined, is useful
to investors for the following reasons.

We believe EBITDA, as defined, facilitates comparisons of our operating performance
across our zones from period to period. In comparison to profit, EBITDA, as defined, excludes items which do not impact the day-to-day operation of our primary business (that is, the selling of beer and other operational businesses) and over which
management has little control. Items excluded from EBITDA, as defined, are our share of results of associates, depreciation and amortization, impairment, financial charges and corporate income taxes, which management does not consider to be items
that drive our companys underlying business performance. Because EBITDA, as defined, includes only items management can directly control or influence, it forms part of the basis for many of our performance targets. For example, certain options
under our share-based compensation plan were granted such that they vest only when certain targets derived from EBITDA, as defined, are met.

We further believe that EBITDA, as defined, and measures derived from it, are frequently used by securities analysts, investors and other interested parties in their evaluation of our company and in
comparison to other companies, many of which present an EBITDA performance measure when reporting their results.

EBITDA, as
defined, does, however, have limitations as an analytical tool. It is not a recognized term under IFRS and does not purport to be an alternative to profit as a measure of operating performance, or to cash flows from operating activities as a measure
of liquidity. As a result, you should not consider EBITDA, as defined, in isolation from, or as a substitute analysis for, our results of operations. Some limitations of EBITDA, as defined, are:



| |  |  | EBITDA, as defined, does not reflect the impact of financing costs on our operating performance. Such costs are significant in light of our increased
debt and could further increase as a result of our debt refinancing;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | EBITDA, as defined, does not reflect depreciation and amortization, but the assets being depreciated and amortized will often have to be replaced in
the future;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | EBITDA, as defined, does not reflect the impact of charges for existing capital assets or their replacements;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | EBITDA, as defined, does not reflect our tax expense; and
| | - |  | ---------------------------------------------------------



| |  |  | EBITDA, as defined, may not be comparable to other similarly titled measures of other companies because not all companies use identical calculations.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



74



---

##### Table of Contents

Additionally, EBITDA, as defined, is not intended to be a measure of free cash flow for
managements discretionary use, as it is not adjusted for all non-cash income or expense items that are reflected in our consolidated statement of cash flows.

We compensate for these limitations, in addition to using EBITDA, as defined, by relying on our results calculated in accordance with IFRS.

Our EBITDA, as defined, decreased to USD 13,685 million for the year ended 31 December 2010. This represented a decrease of USD
702 million, or 4.9%, as compared to our EBITDA, as defined, for the year ended 31 December 2009. The results for the year ended 31 December 2010 reflect the performance of our business after the completion of certain acquisitions and
disposals we undertook in 2009 and 2010 and currency translation effects. For further details of these acquisitions and dispositions, see Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of
OperationsAcquisitions, Divestitures and Other Structural Changes. Furthermore, our EBITDA, as defined, was negatively impacted by USD 185 million (before impairment losses) of certain exceptional items in the year ended
31 December 2010, as compared to a positive impact of USD 1,350 million (before impairment losses) during year ended 31 December 2009. See Exceptional Items above for a description of the exceptional items during the
year ended 31 December 2010 and 2009.

See note 5 to our audited consolidated financial statements as of 31 December
2010 and 2009, and for the three years ended 31 December 2010 for further performance measures used by our management. Also see note 10 to our audited consolidated financial statement as of 31 December 2010 and 2009, and for the three
years ended 31 December 2010 for additional information regarding the allocation of our depreciation, amortization and impairment charges.

Net finance cost

Our net finance cost for the year ended 31 December
2010 was USD 3,736 million, as compared to USD 4,419 million for the year ended 31 December 2009, or a decrease of USD 683 million.

Net finance cost in the year ended 31 December 2010 included exceptional finance costs of USD 925 million resulting from incremental accretion expenses of USD 192 million and a USD
733 million mark-to-market adjustment as certain interest rate swaps hedging borrowings under our senior bank facilities became ineffective as a result of the repayment and refinancing of these facilities. While the accretion expense is a
non-cash item, the cash equivalent of the negative mark-to-market adjustment is spread over the period 2010 to 2014. For the year ended 31 December 2009, exceptional finance costs were USD 629 million.

Excluding these exceptional finance costs, net finance costs decreased by USD 979 million to USD 2,811 million for the
year ended 31 December 2010 compared to the same period in 2009. This decrease is mainly due to lower net interest charges as a result of reduced net debt levels and lower accretion expenses as bank borrowings are being reduced as a percentage
of total debt, favorable foreign exchange variances arising from EUR/USD currency fluctuations and gains from derivative contracts entered into to hedge risks associated with different share based compensation programs.

Share of result of associates

Our share of result of associates for the year ended 31 December 2010 was USD 521 million as compared to USD 513 million for the year ended 31 December 2009, reflecting the recognition
of the results of our investment in Grupo Modelo.

Income tax expense

Our total income tax expense for the year ended 31 December amounted to USD 1,920 million, with an effective tax rate of 26.8%
(as compared to 25.0% for the year ended 31 December 2009). The increase in our effective tax rate for the year ended 31 December 2010 was primarily due to the non-deductibility of certain exceptional charges associated with the
refinancing and repayment of our senior bank facilities. We continue to



75



---

##### Table of Contents

benefit at the AmBev level from the impact of interest on equity payments and tax deductible goodwill from the merger between InBev Holding Brasil S.A. and AmBev in July 2005 and the acquisition
of Quinsa in August 2006. The impact of this tax deductible goodwill was to reduce income tax expense for the year ended 31 December 2010 by USD 270 million. Unless there is a change in tax law, we expect amortization of this goodwill to end in
2017.

Profit (pre- and post-non-controlling interests)

Profit attributable to our equity holders for the year ended 31 December 2010 was USD 4,026 million with basic earnings per
share of USD 2.53, based on 1,592 million shares outstanding, representing the weighted average number of shares outstanding during the year ended 31 December 2010. Excluding the exceptional items discussed above, profit attributable
to our equity holders for 2010 would have been USD 5,040 million and basic earnings per share would have been USD 3.17, based on 1,592 million shares outstanding. For more information regarding our earnings per share, see note 23
to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010.

The profit attributable to non-controlling interests was USD 1,736 million for the year ended 31 December 2010, an increase of USD 472 million from USD 1,264 million for the year
ended 31 December 2009. The increase in profit attributable to non-controlling interests was primarily due to higher AmBev profits and currency translation effects.

Year Ended 31 December 2009 Compared to Year Ended 31 December 2008

Volumes

Our reported volumes include both beer and non-beer (primarily
carbonated soft drinks) volumes. In addition, volumes include not only brands that we own or license, but also third-party brands that we brew or otherwise produce as a subcontractor and third-party products that we sell through our distribution
network, particularly in Western Europe. Volumes sold by the Global Export & Holding Companies businesses are shown separately. Our pro rata share of volumes in Grupo Modelo and Tsingtao are not included in the reported volumes.

The table below summarizes the volume evolution by zone.



|                                  |  |                             |         |  |                             |  |         |        |  |  |       |  
|--------------------------------- |  | --------------------------- | ------- |  | --------------------------- |  | ------- | ------ |  |  | ----- | -
|                                  |  | Year ended 31 December 2009 |         |  | Year ended31 December 
2008 |  |         | Change | 
|                                  |  | (thousand hectoliters)      |         |  | (%)(1)                      | 
|North America                     |  |                             | 134,644 |  |                             |  | 26,605  |        |  |  |       |  
|Latin America North               |  |                             | 109,794 |  |                             |  | 101,519 |        |  |  | 8.2   |  
|Latin America South               |  |                             | 33,319  |  |                             |  | 33,698  |        |  |  | (1.1  | )
|Western Europe                    |  |                             | 33,306  |  |                             |  | 33,753  |        |  |  | (1.3  | )
|Central & Eastern Europe          |  |                             | 40,178  |  |                             |  | 46,142  |        |  |  | (12.9 | )
|Asia Pacific                      |  |                             | 52,486  |  |                             |  | 38,337  |        |  |  | 36.9  |  
|Global Export & Holding Companies |  |                             | 4,875   |  |                             |  | 4,666   |        |  |  | 4.5   |  
|                                  |  |                             |         |  |                             |  |         |        |  |  |       |  
|Total                             |  |                             | 408,603 |  |                             |  | 284,720 |        |  |  | 43.5  |  
|                                  |  |                             |         |  |                             |  |         |        |  |  |       |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item. The percentage change in North America
is not meaningful due to the impact of the Anheuser-Busch acquisition.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our consolidated volumes for the year
ended 31 December 2009 increased by 123.9 million hectoliters, or 43.5%, to 408.6 million hectoliters compared to our consolidated volumes for the year ended 31 December 2008.



| |  |  | For 2009, the acquisition of Anheuser-Busch contributed 148.6 million hectoliters to our consolidated volumes compared to 15.8 million
hectoliters in 2008 given that Anheuser-Busch became part of our consolidated company on 18 November 2008. The acquisition primarily affected our North American
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



76



---

##### Table of Contents

| | volumes and, to a lesser degree, our Asia Pacific, Western Europe and Global Export and Holding Companies volumes.
| | ------------------------------------------------------------------------------------------------------------------



| |  |  | Acquisitions of a Pepsi bottler in Bolivia and the disposals of CafeIn in France; Oriental Brewery; the Tennents Lager brand and associated
trading assets and our Central European operations decreased our volumes by 5.7 million hectoliters (net) in 2009. For further details of these acquisitions and dispositions, see Item 5. Operating and Financial ReviewA. Key Factors
Affecting Results of OperationsAcquisitions, Divestitures and Other Structural Changes.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Excluding volume changes attributable to the acquisition and disposals described above, our consolidated volumes would have decreased by
0.8% and our own beer volumes would have decreased by 1.5% in the year ended 31 December 2009 compared to our volumes for the year ended 31 December 2008. The decrease in volumes reflects the softer industry volume in most of our zones,
with the exception of Latin America North.

On the same basis, in the year ended 31 December 2009, our soft drinks
volumes grew by 2.8% compared to our volumes for the year ended 31 December 2008.

North America

Our volumes in North America grew by 108.0 million hectoliters for the year ended 31 December 2009 compared
to our volumes for the year ended 31 December 2008. This was primarily due to the inclusion of Anheuser-Busch volumes in our results following the Anheuser-Busch acquisition. Excluding volume changes attributable to the Anheuser-Busch
acquisition and the other acquisition and disposals described above, our total volumes decreased 0.8 million hectoliters or 2.8% in 2009 as compared to 2008. Shipment volumes in the United States declined 2.1% in 2009. Domestic U.S. beer
sales-to-retailers adjusted for the number of selling days decreased 1.9% in 2009, in line with industry weakness, with a weaker year-end performance partially offsetting a stronger first half. On the same basis, in Canada, our beer volumes fell
1.1% in 2009 resulting from a combination of industry weakness and market share loss, mainly in the last two quarters. The remaining decline can be attributable to overall industry weakness.

Latin America North

Our volumes in the Latin America North zone grew by 8.3 million hectoliters or 8.2% for the year ended 31 December 2009 compared to the year ended 31 December 2008 arising mainly from our
results in Brazil. The successful launch of new packaging such as the 1 liter bottle and the 269 ml can, new product innovation (notably Antarctica Sub Zero) and higher consumer disposable income resulting from minimum wage increases in Brazil led
to higher market share gains in the zone.

Latin America South

Latin America South volumes for the year ended 31 December 2009 decreased by 1.1% compared to the year ended 31 December 2008.
This decrease was offset in part by our acquisition of a Pepsi bottler in Bolivia in the first quarter of 2009. Excluding the effect of this acquisition, our volumes would have declined by 3.8%, primarily due to industry weakness throughout most of
the Zone, especially in soft drinks. Despite the challenging environment, we were able to increase beer volumes in Chile and Uruguay by accelerating marketing programs aimed at maximizing the exposure of our brands.

Western Europe

Our volumes for the year ended 31 December 2009 declined by 1.3% compared with our volumes for the year ended 31 December 2008. Excluding the Anheuser-Busch acquisition and the other
acquisitions and disposals described above, our volumes declined 2.7% primarily as a result of industry weakness in most Western European markets. For example, Belgium and Germany volumes decreased by 4.2% and 7.0%, respectively. We also experienced
a significant decrease in subcontracting volumes as a result of our strategy of focusing on our own beer products.



77



---

##### Table of Contents

Central & Eastern Europe

Our 12.9% decline in volumes for the year ended 31 December 2009 as compared to the year ended 31 December 2008 is largely
attributable to an overall industry slowdown and the sale of our operations in Bosnia & Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, Romania, Serbia and Slovakia on 2 December 2009. Our decline in volumes in
Russia was partially offset by a strong year-end performance as a result of inventory build-up ahead of the excise tax increase that became effective on 1 January 2010. See Item 3. Key InformationD. Risk FactorsRisks
Relating to Our BusinessThe beer and beverage industry may be subject to changes in taxation.

Asia Pacific

For the year ended 31 December 2009, our volumes increased by 36.9% compared to the year ended 31 December
2008, which was primarily due to the inclusion of Anheuser-Busch volumes in our results following the Anheuser-Busch acquisition. The increase in our volumes was partially offset by the sale of Oriental Brewery in July 2009. Excluding the effect of
the acquisition and the disposal, volume decreased 9.9% primarily due to volume decline in China which reflected softness in volumes outside our Chinese focus brands.

Global Export & Holding Companies

For the year ended
31 December 2009, Global Export & Holding Companies volumes increased by 4.5% compared to the year ended 31 December 2008, largely as a result of the inclusion of Anheuser-Buschs international volumes in our results
following the Anheuser-Busch acquisition.

Revenue

Revenue refers to turnover less excise taxes and discounts. See A. Key Factors Affecting Results of OperationsExcise
Taxes.

The following table reflects changes in revenue across our business zones for the year ended 31 December
2009 as compared to our revenue for the year ended 31 December 2008.



|                                  |  |                             |        |  |                            |  |        |        |  |  |       |  
|--------------------------------- |  | --------------------------- | ------ |  | -------------------------- |  | ------ | ------ |  |  | ----- | -
|                                  |  | Year ended 31 December 2009 |        |  | Year ended31 December 2008 |  |        | Change | 
|                                  |  | (USD million)               |        |  | (%)(1)                     | 
|North America                     |  |                             | 15,486 |  |                            |  | 3,753  |        |  |  |       |  
|Latin America North               |  |                             | 7,649  |  |                            |  | 7,664  |        |  |  | (0.2  | )
|Latin America South               |  |                             | 1,899  |  |                            |  | 1,855  |        |  |  | 2.4   |  
|Western Europe                    |  |                             | 4,312  |  |                            |  | 4,754  |        |  |  | (9.3  | )
|Central & Eastern Europe          |  |                             | 2,492  |  |                            |  | 3,267  |        |  |  | (23.7 | )
|Asia Pacific                      |  |                             | 1,985  |  |                            |  | 1,494  |        |  |  | 32.9  |  
|Global Export & Holding Companies |  |                             | 2,936  |  |                            |  | 720    |        |  |  |       |  
|                                  |  |                             |        |  |                            |  |        |        |  |  |       |  
|Total                             |  |                             | 36,758 |  |                            |  | 23,507 |        |  |  | 56.4  |  
|                                  |  |                             |        |  |                            |  |        |        |  |  |       |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item. The percentage change in North America
and Global Export & Holding Companies is not meaningful due to the impact of the Anheuser-Busch acquisition.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our consolidated revenue was USD 36,758 million for the year ended 31 December 2009. This represented growth of 56.4% as compared to our consolidated revenue for the year ended
31 December 2008 of USD 23,507 million.



| |  |  | USD 15,563 million of the growth in revenue during the year ended 31 December 2009 was attributable to the Anheuser-Busch acquisition.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



78



---

##### Table of Contents

| |  |  | Acquisitions of Budweiser distribution rights in Paraguay and a Pepsi bottler in Bolivia, offset by the dispositions of: InBev USA; CafeIn in France;
Oriental Brewery; the Tennents Lager brand and associated trading assets; four metal beverage can and lid manufacturing plants in the United States; Busch Entertainment Corporation, and our Central European operations resulted in a USD
588 million net decrease in revenue for the year ended 31 December 2009 compared to the year ended 31 December 2008. For further details of these acquisitions and dispositions, see Item 5. Operating and Financial ReviewA.
Key Factors Affecting Results of OperationsAcquisitions, Divestitures and Other Structural Changes.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our consolidated revenue for the year ended 31 December 2009 also reflects a negative currency translation impact of USD 2,680 million.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------

Our revenue for the year ended 31 December 2009 was partly impacted by the developments in volume
discussed above. Our revenue per hectoliter on a consolidated basis (which excluded revenue from our entertainment and packaging activities) increased as a result of the business acquisitions and disposals described above (in part because the
revenue per hectoliter of Anheuser-Busch was higher than the average revenue per hectoliter of the AB InBev Group as a whole). However, this increase was generally offset by negative currency translation effects.

On 1 October 2009 and 1 December 2009, we completed the sale of four metal beverage can and lid manufacturing plants and our
U.S. entertainment business, respectively. The U.S. packaging business and our U.S. entertainment business contributed USD 1,393 million and USD 1,194 million, respectively to our revenue for the year ended 31 December 2009. See
Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of OperationsAcquisitions, Divestitures and Other Structural Changes.

Excluding the effects of the business acquisitions and disposals and the currency translation effects described above, the main business zones contributing to revenue growth were Latin America North and
Latin America South. In Latin America North, revenue growth of 12.7% was attributable to higher volumes as improved economic conditions and new innovative product launches fueled share growth. In Latin America South, revenue growth of 15.4% was
primarily attributable to revenue management initiatives.

Also, excluding the effects of the business acquisitions and
disposals and the currency translation effects described above, our revenue increased by 4.2% for the year ended 31 December 2009 as compared to the year ended 31 December 2008. This change in revenue included a decrease of 0.8% as a
result of lower overall volumes, which was offset by a 4.5% increase attributable to higher revenue per hectoliter, primarily as a result of revenue management initiatives. These revenue management initiatives include selective price increases,
particularly in Latin America South and Central and Eastern Europe, and our strategy to improve product mix by focusing on building branded volumes while reducing subcontracted volumes and lower margin beer products, particularly in Western Europe
and Central and Eastern Europe. In Brazil, despite the price increases implemented during the summer, revenue per hectoliter was negatively impacted by higher than inflation tax increases (excise and value-added taxes).

Cost of sales

The following table reflects changes in cost of sales across our business zones for the year ended 31 December 2009 as compared to the year ended 31 December 2008:



|                         |  |                             |        |   |                            |  |        |        |  |  |       |  
|------------------------ |  | --------------------------- | ------ | - | -------------------------- |  | ------ | ------ |  |  | ----- | -
|                         |  | Year ended 31 December 2009 |        |   | Year ended31 December 2008 |  |        | Change | 
|                         |  | (USD million)               |        |   | (%)(1)                     | 
|North America            |  |                             | (7,525 | ) |                            |  | (1,586 | )      |  |  |       |  
|Latin America North      |  |                             | (2,487 | ) |                            |  | (2,634 | )      |  |  | 5.6   |  
|Latin America South      |  |                             | (735   | ) |                            |  | (782   | )      |  |  | 6.0   |  
|Western Europe           |  |                             | (1,962 | ) |                            |  | (2,232 | )      |  |  | 12.1  |  
|Central & Eastern Europe |  |                             | (1,194 | ) |                            |  | (1,693 | )      |  |  | 29.5  |  
|Asia Pacific             |  |                             | (1,052 | ) |                            |  | (812   | )      |  |  | (29.6 | )



79



---

##### Table of Contents

|                                  |  |                             |         |   |                            |  |         |        |  |  |       |  
|--------------------------------- |  | --------------------------- | ------- | - | -------------------------- |  | ------- | ------ |  |  | ----- | -
|                                  |  | Year ended 31 December 2009 |         |   | Year ended31 December 2008 |  |         | Change | 
|Global Export & Holding Companies |  |                             | (2,243  | ) |                            |  | (597    | )      |  |  |       |  
|                                  |  |                             |         |   |                            |  |         |        |  |  |       |  
|Total                             |  |                             | (17,198 | ) |                            |  | (10,336 | )      |  |  | (66.4 | )
|                                  |  |                             |         |   |                            |  |         |        |  |  |       |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item. The percentage change in North America
and Global Export & Holding Companies is not meaningful due to the impact of the Anheuser-Busch acquisition.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our consolidated cost of sales was USD 17,198 million for the year ended 31 December 2009. This represented an increase of 66.4% or USD 6,862 million as compared to our consolidated
cost of sales for the year ended 31 December 2008.



| |  |  | The Anheuser-Busch acquisition resulted in a USD 8,555 million increase in cost of sales.
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | Acquisitions of Budweiser distribution rights in Paraguay and a Pepsi bottler in Bolivia, offset by the dispositions of: InBev USA; CafeIn in France;
Oriental Brewery; the Tennents Lager brand and associated trading assets; four metal beverage can and lid manufacturing plants in the United States; Busch Entertainment Corporation, and our Central European operations resulted in a USD
275 million decrease in cost of sales for the year ended 31 December 2009 compared to the year ended 31 December 2008. For further details of these acquisitions and dispositions, see Item 5. Operating and Financial
ReviewA. Key Factors Affecting Results of OperationsAcquisitions, Divestitures and Other Structural Changes.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our consolidated cost of sales for the year ended 31 December 2009 also reflect a positive currency translation impact of USD 1,113 million
mainly in Latin America North, Latin America South, Western Europe and Central and Eastern Europe.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our cost
of sales per hectoliter on a consolidated basis (which excludes cost of sales from our entertainment and packaging activities) increased for the year ended 31 December 2009 as compared to the year ended 31 December 2008. The cost of sales
per hectoliter increased as a result of the business acquisitions and disposals described above, in part because the cost of sales per hectoliter of Anheuser-Busch was higher than the average cost of sales for the AB InBev Group as a whole. However,
this increase was offset in part by positive currency translation effects.

Excluding the effects of the business acquisitions
and disposals and the currency translation effects described above, our cost of sales declined by 3.1% as compared to 2008. Of this decline, 0.8% was attributable to lower overall volumes and 1.7% was attributable to a lower cost of sales per
hectoliter. The decline in cost of sales was offset in part as a result of volume increases in Latin America North. Our cost of sales per hectoliter decreased as we benefited from lower commodity prices on our non-hedgeable input costs, improved
procurement practices and productivity initiatives, mainly the Voyager Plant Optimization Program in the United States. In Latin America South our cost of sales per hectoliter increased as a result of higher personnel related costs, which were
partially offset by increased productivity in our plants. In Latin America North and Central and Eastern Europe the cost of sales per hectoliter further benefited from favorable currency hedges on the purchases of raw materials.

Operating expenses

The discussion below relates to our operating expenses, which equal the sum of our distribution expenses, sales and marketing expenses, administrative expenses and other operating income and expenses
(net), for the year ended 31 December 2009 as compared to the year ended 31 December 2008. Our operating expenses do not include exceptional charges, which are reported separately.



80



---

##### Table of Contents

Our operating expenses for the year ended 31 December 2009 increased by 28.0% compared
to our operating expenses for the year ended 31 December 2008, primarily due to the inclusion of Anheuser-Busch operating expenses in our results following the Anheuser-Busch acquisition.

Distribution expenses

The following table reflects changes in distribution expenses across our business zones for the year ended 31 December 2009 as compared to the year ended 31 December 2008:



|                                  |  |                             |        |   |                             |  |        |        |  |  |       |  
|--------------------------------- |  | --------------------------- | ------ | - | --------------------------- |  | ------ | ------ |  |  | ----- | -
|                                  |  | Year ended31 
December 2009 |        |   | Year ended31 
December 2008 |  |        | Change | 
|                                  |  | (USD million)               |        |   | (%)(1)                      | 
|North America                     |  |                             | (792   | ) |                             |  | (499   | )      |  |  | (58.7 | )
|Latin America North               |  |                             | (781   | ) |                             |  | (916   | )      |  |  | 14.7  |  
|Latin America South               |  |                             | (166   | ) |                             |  | (145   | )      |  |  | (14.5 | )
|Western Europe                    |  |                             | (457   | ) |                             |  | (592   | )      |  |  | 22.8  |  
|Central & Eastern Europe          |  |                             | (241   | ) |                             |  | (410   | )      |  |  | 41.2  |  
|Asia Pacific                      |  |                             | (142   | ) |                             |  | (99    | )      |  |  | (43.4 | )
|Global Export & Holding Companies |  |                             | (93    | ) |                             |  | (64    | )      |  |  | (45.3 | )
|                                  |  |                             |        |   |                             |  |        |        |  |  |       |  
|Total                             |  |                             | (2,671 | ) |                             |  | (2,725 | )      |  |  | 2.0   |  
|                                  |  |                             |        |   |                             |  |        |        |  |  |       |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.
|--- | -------------------------------------------------------------------------------------------------------------------------------

Our consolidated distribution expenses were USD 2,671 million for the year ended 31 December 2009. This represented a
decrease of USD 54 million, or 2.0%, as compared to the year ended 31 December 2008.



| |  |  | The Anheuser-Busch acquisition resulted in a USD 505 million increase in distribution expense.
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | Acquisitions of Budweiser distribution rights in Paraguay and a Pepsi bottler in Bolivia, offset by the dispositions of: InBev USA; CafeIn in France;
Oriental Brewery; the Tennents Lager brand and associated trading assets; four metal beverage can and lid manufacturing plants in the United States; Busch Entertainment Corporation, and our Central European operations resulted in a USD
52 million net decrease in distribution expenses for the year ended 31 December 2009 compared to the year ended 31 December 2008. For further details of these acquisitions and dispositions, see Item 5. Operating and Financial
ReviewA. Key Factors Affecting Results of OperationsAcquisitions, Divestitures and Other Structural Changes.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our consolidated distribution expenses for the year ended 31 December 2009 also reflect a positive currency translation impact of USD 277 million.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------

Excluding the effects of the business acquisitions and disposals and the currency translation effects
described above the decrease in distribution expenses of 8.7% was mainly due to lower tariffs in Central and Eastern Europe, and lower fuel and transportation costs in most Zones other than Latin America South.

Sales and marketing expenses

Marketing expenses include all costs relating to the support and promotion of brands, including operating costs (such as payroll and office costs) of the marketing departments, advertising costs (such as
agency costs and media costs), sponsoring and events and surveys and market research. Sales expenses include all costs relating to the selling of products, including operating costs (such as payroll and office costs) of the sales department and
sales force.

The following table reflects changes in sales and marketing expenses across our business zones for the year
ended 31 December 2009 as compared to the year ended 31 December 2008:



81



---

##### Table of Contents

|                                  |  |                             |        |   |                            |  |        |        |  |  |        |  
|--------------------------------- |  | --------------------------- | ------ | - | -------------------------- |  | ------ | ------ |  |  | ------ | -
|                                  |  | Year ended 31 December 2009 |        |   | Year ended31 December 2008 |  |        | Change | 
|                                  |  | (USD million)               |        |   | (%)(1)                     | 
|North America                     |  |                             | (1,694 | ) |                            |  | (430   | )      |  |  |        |  
|Latin America North               |  |                             | (1,016 | ) |                            |  | (837   | )      |  |  | (21.4  | )
|Latin America South               |  |                             | (182   | ) |                            |  | (191   | )      |  |  | 4.7    |  
|Western Europe                    |  |                             | (798   | ) |                            |  | (943   | )      |  |  | 15.4   |  
|Central & Eastern Europe          |  |                             | (485   | ) |                            |  | (660   | )      |  |  | 26.5   |  
|Asia Pacific                      |  |                             | (542   | ) |                            |  | (333   | )      |  |  | (62.8  | )
|Global Export & Holding Companies |  |                             | (275   | ) |                            |  | (116   | )      |  |  | (137.1 | )
|                                  |  |                             |        |   |                            |  |        |        |  |  |        |  
|Total                             |  |                             | (4,992 | ) |                            |  | (3,510 | )      |  |  | (42.2  | )
|                                  |  |                             |        |   |                            |  |        |        |  |  |        |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item. The percentage change in North America
is not meaningful due to the impact of the Anheuser-Busch acquisition.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our consolidated sales and marketing
expenses were USD 4,992 million for the year ended 31 December 2009. This represented an increase of USD 1,482 million, or 42.2%, as compared to our sales and marketing expenses for the year ended 31 December 2008.



| |  |  | The Anheuser-Busch acquisition resulted in a USD 1,752 million increase in sales and marketing expense.
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | Acquisitions of Budweiser distribution rights in Paraguay and a Pepsi bottler in Bolivia, offset by the dispositions of: InBev USA; CafeIn in France;
Oriental Brewery; the Tennents Lager brand and associated trading assets; four metal beverage can and lid manufacturing plants in the United States; Busch Entertainment Corporation, and our Central European operations resulted in a USD
93 million net decrease in sales and marketing expenses for the year ended 31 December 2009 compared to the year ended 31 December 2008. For further details of these acquisitions and dispositions, see Item 5. Operating and
Financial ReviewA. Key Factors Affecting Results of OperationsAcquisitions, Divestitures and Other Structural Changes.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our consolidated sales and marketing expenses for the year ended 31 December 2009 also reflect a positive currency translation impact of USD
399 million.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Excluding the effects of the business acquisitions and disposals described above and
currency translation, our overall sales and marketing expenses for the year ended 31 December 2009 increased by 6.5% as a result of investments, mainly in the second-half of 2009 linked to product launches. Such increases were offset in part by
implementation of synergies in the United States and a corresponding reduction in non-working money (that is, expenses that do not directly impact revenue, sales volumes or beer value since they are not directly visible to
consumers), as well as media and advertising cost deflation in key markets.

Administrative expenses

The following table reflects changes in administrative expenses across our business zones for the year ended 31 December 2009 as
compared to the year ended 31 December 2008:



|                         |  |                             |      |   |                            |  |      |        |  |  |       |  
|------------------------ |  | --------------------------- | ---- | - | -------------------------- |  | ---- | ------ |  |  | ----- | -
|                         |  | Year ended 31 December 2009 |      |   | Year ended31 December 2008 |  |      | Change | 
|                         |  | (USD million)               |      |   | (%)(1)                     | 
|North America            |  |                             | (636 | ) |                            |  | (155 | )      |  |  |       |  
|Latin America North      |  |                             | (551 | ) |                            |  | (418 | )      |  |  | (31.8 | )
|Latin America South      |  |                             | (73  | ) |                            |  | (72  | )      |  |  | (1.4  | )
|Western Europe           |  |                             | (389 | ) |                            |  | (345 | )      |  |  | (12.8 | )
|Central & Eastern Europe |  |                             | (171 | ) |                            |  | (176 | )      |  |  | 2.8   |  
|Asia Pacific             |  |                             | (142 | ) |                            |  | (101 | )      |  |  | (40.6 | )



82



---

##### Table of Contents

|                                  |  |                             |        |   |                            |  |        |        |  |  |       |  
|--------------------------------- |  | --------------------------- | ------ | - | -------------------------- |  | ------ | ------ |  |  | ----- | -
|                                  |  | Year ended 31 December 2009 |        |   | Year ended31 December 2008 |  |        | Change | 
|Global Export & Holding Companies |  |                             | (349   | ) |                            |  | (211   | )      |  |  | (65.4 | )
|                                  |  |                             |        |   |                            |  |        |        |  |  |       |  
|Total                             |  |                             | (2,310 | ) |                            |  | (1,478 | )      |  |  | (56.3 | )
|                                  |  |                             |        |   |                            |  |        |        |  |  |       |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item. The percentage change in North America
is not meaningful due to the impact of the Anheuser-Busch acquisition.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our consolidated administrative expenses
were USD 2,310 million for the year ended 31 December 2009. This represented an increase of USD 832 million, or 56.3%, as compared to our consolidated administrative expenses for the year ended 31 December 2008.



| |  |  | USD 583 million of the increase in administrative expense was attributable to the Anheuser-Busch acquisition.
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | Acquisitions of Budweiser distribution rights in Paraguay and a Pepsi bottler in Bolivia, offset by the dispositions of: InBev USA; CafeIn in France;
Oriental Brewery; the Tennents Lager brand and associated trading assets; four metal beverage can and lid manufacturing plants in the United States; Busch Entertainment Corporation, and our Central European operations resulted in a USD
19 million net decrease in administrative expenses for the year ended 31 December 2009 compared to the year ended 31 December 2008. For further details of these acquisitions and dispositions, see Item 5. Operating and Financial
ReviewA. Key Factors Affecting Results of OperationsAcquisitions, Divestitures and Other Structural Changes.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our consolidated administrative expenses for the year ended 31 December 2009 also reflect a positive currency translation impact of USD 180
million.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

Excluding the effects of the business acquisitions and disposals and the currency translation
effects described above, administrative expenses increased by 29.5% as a result of higher variable compensation accruals recorded during the year ended 31 December 2009, as compared to the year ended 31 December 2008, when most Zones
recorded unusually low variable compensation accruals based on the performance of the business during the 2008 period. Such increases were partially offset by savings from the implementation of our zero-based budgeting program.

Other operating income/(expense)

The following table reflects changes in other operating income and expenses across our business zones for the year ended 31 December 2009 as compared to the year ended 31 December 2008:



|                         |  |                            |      |   |                            |  |      |        |  |  |        |  
|------------------------ |  | -------------------------- | ---- | - | -------------------------- |  | ---- | ------ |  |  | ------ | -
|                         |  | Year ended31 December 2009 |      |   | Year ended31 December 2008 |  |      | Change | 
|                         |  | (USD million)              |      |   | (%)(1)                     | 
|North America            |  |                            | 54   |   |                            |  | (4   | )      |  |  |        |  
|Latin America North      |  |                            | 243  |   |                            |  | 208  |        |  |  | 16.8   |  
|Latin America South      |  |                            | (12  | ) |                            |  | 11   |        |  |  | (209.1 | )
|Western Europe           |  |                            | (107 | ) |                            |  | (144 | )      |  |  | 25.7   |  
|Central & Eastern Europe |  |                            | (121 | ) |                            |  | (132 | )      |  |  | (8.3   | )



83



---

##### Table of Contents

|                                  |  |                            |     |  |                            |  |     |        |  |  |      | 
|--------------------------------- |  | -------------------------- | --- |  | -------------------------- |  | --- | ------ |  |  | ---- | 
|                                  |  | Year ended31 December 2009 |     |  | Year ended31 December 2008 |  |     | Change | 
|Asia Pacific                      |  |                            | 36  |  |                            |  | 26  |        |  |  | 38.5 | 
|Global Export & Holding Companies |  |                            | 568 |  |                            |  | 475 |        |  |  | 19.6 | 
|                                  |  |                            |     |  |                            |  |     |        |  |  |      | 
|Total                             |  |                            | 661 |  |                            |  | 440 |        |  |  | 50.2 | 
|                                  |  |                            |     |  |                            |  |     |        |  |  |      | 



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item. The percentage change in North America
is not meaningful due to the impact of the Anheuser-Busch acquisition.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The net balance of our other operating
income and expenses for the year ended 31 December 2009 was USD 221 million, or 50.2%, greater than the comparable net balance for the year ended 31 December 2008. The acquisition of Anheuser-Busch caused a USD 146 million
increase in other income, the other acquisitions and dispositions detailed above caused a USD 4 million net increase, while currency translation had a USD 25 million positive impact for the year ended 31 December 2009. Excluding the
effects of these business acquisitions and disposals and the currency translation effects, other operating income increased 10.7% to USD 661 million in 2009, as compared to 2008, mainly a result of sale of property, plant and equipment and
increased license income.

Exceptional items

Exceptional items are items which, in our managements judgment, need to be disclosed separately by virtue of their size and incidence in order to obtain a proper understanding of our financial
information. We consider these items to be of significance in nature, and accordingly, our management has excluded these items from their segment measure of performance as described in note 8 to our audited consolidated financial statements as of
31 December 2010 and 2009, and for the three years ended 31 December 2010.

For the year ended 31 December
2009, exceptional items consisted of restructuring charges, fair value adjustments, and business and asset disposals. Exceptional items were as follows for the years ended 31 December 2009 and 2008:



|                                            |  |                            |       |   |                            |  |      |  
|------------------------------------------- |  | -------------------------- | ----- | - | -------------------------- |  | ---- | -
|                                            |  | Year ended31 December 2009 |       |   | Year ended31 December 2008 | 
|                                            |  | (USD million)              |      
|Restructuring (including impairment losses) |  |                            | (153  | ) |                            |  | (457 | )
|Fair value adjustments                      |  |                            | (67   | ) |                            |  | (43  | )
|Business and asset disposal                 |  |                            | 1,541 |   |                            |  | (38  | )
|Disputes                                    |  |                            |      |   |                            |  | (20  | )
|                                            |  |                            |       |   |                            |  |      |  
|Total                                       |  |                            | 1,321 |   |                            |  | (558 | )
|                                            |  |                            |       |   |                            |  |      |  

Restructuring

Exceptional restructuring charges amounted to USD 153 million for the year ended 31 December 2009 as compared to USD 457 million for the year ended 31 December 2008. The
charges in both periods are primarily related to the continued Anheuser-Busch integration, organizational alignments and outsourcing activities in global headquarters, Western Europe and Asia Pacific. These changes aim to eliminate overlap or
duplicated processes and activities across functions and zones and are intended to provide us with a lower cost base, a stronger focus on our core activities, quicker decision-making and improvements to efficiency, service and quality. In addition,
2008 restructuring included an impairment loss of USD 80 million in relation to the disposal of our integrated distribution network, CafeIn, in France.

Fair value adjustments

Exceptional fair value adjustments of USD
67 million for the year ended 31 December 2009 relate to the exceptional employee benefit expense pertaining to a change in vesting conditions for certain share-based compensation plans.



84



---

##### Table of Contents

Business and asset disposal

For the year ended 31 December 2009, net gains from our business and asset disposals of USD 1,541 million were mainly composed
of:



| |  |  | USD 54 million from the sale of assets of InBev USA LLC (also doing business under the name Labatt USA) to an affiliate of KPS Capital Partners,
L.P.;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | USD 428 million from the sale of our Korean subsidiary Oriental Brewery to an affiliate of Kohlberg Kravis Roberts & Co. L.P.; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | USD 1,088 million from the sale of our Central European operations to CVC Capital Partners.
| | - |  | -------------------------------------------------------------------------------------------

See Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of OperationsAcquisitions, Divestitures and
Other Structural Changes.

Profit from operations

The following table reflects changes in profit from operations across our business zones for the year ended 31 December 2009 as
compared to the year ended 31 December 2008:



|                                  |  |                            |        |  |                            |  |       |        |  |  |       |  
|--------------------------------- |  | -------------------------- | ------ |  | -------------------------- |  | ----- | ------ |  |  | ----- | -
|                                  |  | Year ended31 December 2009 |        |  | Year ended31 December 2008 |  |       | Change | 
|                                  |  | (USD million)              |        |  | (%)(1)                     | 
|North America                     |  |                            | 4,956  |  |                            |  | 859   |        |  |  |       |  
|Latin America North               |  |                            | 3,165  |  |                            |  | 3,040 |        |  |  | 4.1   |  
|Latin America South               |  |                            | 724    |  |                            |  | 672   |        |  |  | 7.7   |  
|Western Europe                    |  |                            | 543    |  |                            |  | 223   |        |  |  | 143.5 |  
|Central & Eastern Europe          |  |                            | 279    |  |                            |  | 186   |        |  |  | 50.0  |  
|Asia Pacific                      |  |                            | 96     |  |                            |  | 153   |        |  |  | (37.3 | )
|Global Export & Holding Companies |  |                            | 1,805  |  |                            |  | 207   |        |  |  |       |  
|                                  |  |                            |        |  |                            |  |       |        |  |  |       |  
|Total                             |  |                            | 11,569 |  |                            |  | 5,340 |        |  |  | 116.6 |  
|                                  |  |                            |        |  |                            |  |       |        |  |  |       |  



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item. The percentage change in North America
and Global Export & Holding Companies is not meaningful due to the impact of the Anheuser-Busch acquisition.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our profit from operations increased to USD 11,569 million for the year ended 31 December 2009. This represented an increase of USD 6,229 million, or 116.6%, as compared to our profit
from operations for the year ended 31 December 2008.



| |  |  | The Anheuser-Busch acquisition resulted in a USD 4,479 million increase in profit from operations for the year ended 31 December 2009.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Acquisitions of Budweiser distribution rights in Paraguay and a Pepsi bottler in Bolivia, offset by the dispositions of: InBev USA; CafeIn in France;
Oriental Brewery; the Tennents Lager brand and associated trading assets; four metal beverage can and lid manufacturing plants in the United States; Busch Entertainment Corporation, and our Central European operations resulted in a USD
156 million decrease in profit from operations for the year ended 31 December 2009 compared to the year ended 31 December 2008. For further details of these acquisitions and dispositions, see Item 5. Operating and Financial
ReviewA. Key Factors Affecting Results of OperationsAcquisitions, Divestitures and Other Structural Changes.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



85



---

##### Table of Contents

| |  |  | Our profit from operations for the year ended 31 December 2009 also reflected a negative currency translation impact of USD 768 million.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our profit from operations for the year ended 31 December 2009 was impacted positively by USD 1,321 million of certain exceptional items, as
compared to a negative impact of USD 558 million for the year ended 31 December 2008. See Exceptional Items above for a description of the exceptional items during the year ended 31 December 2009 and 2008. These
exceptional items mainly affected our Global Export and Holding Companies, where exceptional items increased our profit from operations by USD 1,261 million for the year ended 31 December 2009 as compared to no effect for the year ended
31 December 2008, and our Latin America North zone, where exceptional items increased our profit from operations by USD 109 million in 2009 as compared to a reduction of USD 27 million in 2008.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See note 5 to our audited consolidated financial statements as of 31 December 2009 and 2008, and for the three years ended
31 December 2009 for additional information on our 2009 profit from operations by zone.

EBITDA, as defined

The following table reflects changes in our EBITDA, as defined, for the year ended 31 December 2009 as compared to
the year ended 31 December 2008:



|                                          |  |                            |        |   |                            |  |       |        |  |  |       | 
|----------------------------------------- |  | -------------------------- | ------ | - | -------------------------- |  | ----- | ------ |  |  | ----- | 
|                                          |  | Year ended31 December 2009 |        |   | Year ended31 December 2008 |  |       | Change | 
|                                          |  | (USD million)              |        |   | (%)(1)                     | 
|Profit                                    |  |                            | 5,877  |   |                            |  | 3,126 |        |  |  | 88.0  | 
|Income tax expense                        |  |                            | 1,786  |   |                            |  | 674   |        |  |  |      | 
|Net finance cost                          |  |                            | 4,419  |   |                            |  | 1,600 |        |  |  |      | 
|Share of result of associates             |  |                            | (513   | ) |                            |  | (60   | )      |  |  |      | 
|                                          |  |                            |        |   |                            |  |       |        |  |  |       | 
|Profit from operations                    |  |                            | 11,569 |   |                            |  | 5,340 |        |  |  | 116.6 | 
|Depreciation, amortization and impairment |  |                            | 2,818  |   |                            |  | 1,912 |        |  |  | 47.4  | 
|                                          |  |                            |        |   |                            |  |       |        |  |  |       | 
|EBITDA, as defined                        |  |                            | 14,387 |   |                            |  | 7,252 |        |  |  | 98.4  | 
|                                          |  |                            |        |   |                            |  |       |        |  |  |       | 



Note:



|(1) | The percentage change reflects the improvement (or worsening) of results for the period as a result of the change in each item.
|--- | -------------------------------------------------------------------------------------------------------------------------------

See -Year Ended 31 December 2010 Compared to Year Ended 31 December 2009  EBITDA as defined for additional
information on our definition and use of EBITDA, as defined.

Our EBITDA, as defined, increased to USD 14,387 million for
the year ended 31 December 2009. This represented an increase of USD 7,135 million, or 98.4%, as compared to our EBITDA, as defined, for the year ended 31 December 2008.

The Anheuser-Busch acquisition contributed USD 5,545 million to the increase in our EBITDA, as defined, for the year ended
31 December 2009. Our EBITDA, as defined, for the year ended 31 December 2009 also reflects a negative currency translation impact of USD 989 million.

Our EBITDA, as defined, for the year ended 31 December 2009 reflects a net decrease of USD 184 million compared to the year ended 31 December 2008, attributable to various disposals of our
businesses during 2008 and 2009. See Item 5. Operating and Financial ReviewA. Key Factors Affecting Results of OperationsAcquisitions, Divestitures and Other Structural Changes.



86



---

##### Table of Contents

Our EBITDA, as defined, was positively impacted by USD 1,350 million of certain
exceptional items in the year ended 31 December 2009, as compared to a negative impact of USD 560 million during the year ended 31 December 2008. See Exceptional Items above for a description of the exceptional items
during the year ended 31 December 2009 and 2008.

See note 5 to our audited consolidated financial statements as of
31 December 2010 and 2009, and for the three years ended 31 December 2010 for further performance measures used by our management. Also see note 10 to our audited consolidated financial statement as of 31 December 2010 and 2009, and
for the three years ended 31 December 2010 for additional information regarding the allocation of our depreciation, amortization and impairment charges.

Net finance cost

Our net finance cost for the year ended 31 December
2009 was USD 4,419 million, as compared to USD 1,600 million for the year ended 31 December 2008, or an increase of USD 2,819 million. The increase was primarily due to interest charges on the senior credit facilities used to
fund the Anheuser-Busch acquisition (USD 2,269 million), interest charges on existing Anheuser-Busch debt (USD 389 million) and the amortization of the arrangement fees paid on the senior credit facilities (USD 202 million). These expenses were
partially offset by lower interest charges on other debt and by foreign exchange gains.

During the
4thquarter of 2009, we used the proceeds from the
disposals to prepay part of the senior facilities that financed the Anheuser-Busch acquisition. The prepayment resulted in the recognition of an exceptional financial loss of USD 629 million. This loss is primarily due to USD 474 million of
hedging losses on interest rate swaps hedging the repaid part of the facilities that became ineffective and USD 145 million accelerated accretion expense resulting from the early repayment of the senior facilities.

Share of result of associates

Our share of result of associates for the year ended 31 December 2009 was USD 513 million as compared to USD 60 million for the year ended 31 December 2008, reflecting the recognition
of the results of our direct and indirect investments in Grupo Modelo and (prior to its disposition) Tsingtao following the acquisition of Anheuser-Busch.

Income tax expense

Our total income tax expense for the year ended
31 December 2009 amounted to USD 1,786 million, with an effective tax rate of 25% (as compared to 18% for the year ended 31 December 2008). Our income tax expense for the year ended 31 December 2009 was mainly impacted by
the acquisition of Anheuser-Busch, for which the nominal tax rate was approximately 40%. This increase in our income tax expense was slightly offset by non-taxable and low taxable gains on disposals during 2009. Furthermore, we continue to benefit
at the AmBev level from the impact on interest on equity payments and tax deductible goodwill from the merger between InBev Holding Brasil S.A. and AmBev in July 2005 and the acquisition of Quinsa in August 2006. The impact of this tax deductible
goodwill was to reduce income tax expense for the year ended 31 December 2009 by USD 244 million. Unless there is a change in tax law, we expect amortization of this goodwill to end in 2017.

Profit (pre- and post-non-controlling interests)

Profit attributable to our equity holders for the year ended 31 December 2009 was USD 4,613 million with basic earnings per share of USD 2.91, based on 1,584 million shares
outstanding, representing the weighted average number of shares outstanding during the year ended 31 December 2009. Excluding the exceptional items and exceptional finance costs discussed above, profit attributable to our equity holders for
2009 would have been USD 3,927 million and basic earnings per share would have been USD 2.48, based on 1,584 million shares outstanding. For more information regarding our earnings per share, see note 23 to our audited
consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010.



87



---

##### Table of Contents

The profit attributable to non-controlling interests was USD 1,264 million for the
year ended 31 December 2009, an increase of USD 65 million from USD 1,199 million for the year ended 31 December 2008. The increase in profit attributable to non-controlling interests was primarily due to higher AmBev profits.

F. IMPACT OF CHANGES IN FOREIGN EXCHANGE RATES

Foreign exchange rates have a significant impact on our consolidated financial statements. The following table sets forth the percentage
of our revenue realized by currency for the years ended 31 December 2010, 2009 and 2008:



|                             |  |                         |      |   |      |  |      |      |  |  |      |  
|---------------------------- |  | ----------------------- | ---- | - | ---- |  | ---- | ---- |  |  | ---- | -
|                             |  | Year ended 31 December, |     
|                             |  | 2010                    |      |   | 2009 |  |      | 2008 | 
|U.S. dollar                  |  |                         | 40.4 | % |      |  | 44.3 | %    |  |  | 9.8  | %
|Brazilian real               |  |                         | 26.7 | % |      |  | 19.8 | %    |  |  | 30.7 | %
|Euro                         |  |                         | 7.6  | % |      |  | 8.5  | %    |  |  | 15.6 | %
|Canadian dollar              |  |                         | 5.7  | % |      |  | 5.3  | %    |  |  | 8.4  | %
|Chinese yuan                 |  |                         | 4.8  | % |      |  | 4.7  | %    |  |  | 3.5  | %
|Argentinean peso             |  |                         | 3.5  | % |      |  | 3.1  | %    |  |  | 4.9  | %
|Great Britain pound sterling |  |                         | 3.4  | % |      |  | 3.8  | %    |  |  | 6.2  | %
|Russian ruble                |  |                         | 3.3  | % |      |  | 3.1  | %    |  |  | 6.5  | %

As a result of the
fluctuation of foreign exchange rates for the years ended 31 December 2010, 2009 and 2008:



| |  |  | We recorded a positive translation impact of USD 1,255 million on our 2010 revenue (as compared to a negative impact of USD 2,680 million in
2009 and a positive impact in 2008 of USD 1,028 million) and a positive translation impact of USD 579 million on our 2010 profit from operations (as compared to a negative impact of USD 768 million in 2009 and a positive impact of USD
320 million in 2008).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our 2010 reported profit (after tax) was positively affected by a USD 559 million translation impact (as compared to a negative translation impact
in 2009 of USD 599 million and a positive translation impact in 2008 of USD 218 million), while the positive translation impact on our 2010 earnings per share base (profit attributable to our equity holders) was USD 357 million or USD
0.22 per share (as compared to a negative impact of USD 441 million or USD 0.28 per share in 2009 and a positive impact of USD 122 million or USD 0.12 per share in 2008).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our net debt decreased by USD 725 million in 2010 as a result of translation impacts as compared to increases of USD 897 million in 2009 and
USD 1,030 million in 2008.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our equity increased by USD 939 million in 2010 as a result of translation impacts (as compared to an increase of USD 2,216 million in 2009
and a decrease of USD 3,866 million in 2008).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Following the Anheuser-Busch acquisition, a
significantly greater portion of our assets and revenue is denominated in U.S. dollars as a result of the significant assets and revenue of Anheuser-Busch in the United States. As a result, effective 1 January 2009, we changed the presentation
currency of our consolidated financial statements from the euro to the U.S. dollar and have restated our historical audited consolidated financial statements prior to 2009, included in this Form 20-F, from euros to U.S. dollars.



88



---

##### Table of Contents

G. LIQUIDITY AND CAPITAL RESOURCES

General

Our primary sources of cash flow have historically been cash flows from operating activities, the issuance of debt, bank borrowings and the issuance of equity securities. Recently, asset disposals have
also been a source of cash flow. Our material cash requirements have included the following:



| |  |  | Debt service;
| | - |  | -------------



| |  |  | Capital expenditures;
| | - |  | ---------------------



| |  |  | Investments in companies participating in the brewing, carbonated soft drinks and malting industries;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | Increases in ownership of our subsidiaries or companies in which we hold equity investments;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Share buyback programs; and
| | - |  | ---------------------------



| |  |  | Payments of dividends and interest on shareholders equity.
| | - |  | -----------------------------------------------------------

We are of the opinion that our working capital, as an indicator of our ability to satisfy our short-term liabilities, is, based on our
expected cash flow from operations for the coming 12 months, sufficient for the 12 months following the date of this Form 20-F. Over the longer term, we believe that our cash flows from operating activities, available cash and cash
equivalents and short-term investments, along with our derivative instruments and our access to borrowing facilities, will be sufficient to fund our capital expenditures, debt service and dividend payments going forward. As part of our cash flow
management, we manage capital expenditures by optimizing use of our existing brewery capacity and standardizing operational processes to make our capital investments more efficient. We are also attempting to improve operating cash flow through
procurement initiatives designed to leverage economies of scale and improve terms of payment to suppliers.

Equity
attributable to our equity holders and non-controlling interests amounted to USD 38.8 billion as of 31 December 2010 (USD 33.2 billion as of 31 December 2009 and USD 24.4 billion as of 31 December 2008) and our net debt amounted to
USD 39.7 billion as of 31 December 2010 (USD 45.2 billion as of 31 December 2009 and USD 56.7 billion as of 31 December 2008). Our overriding objectives when managing capital resources are to safeguard the business as a going concern
and to optimize our capital structure so as to maximize shareholder value while keeping the desired financial flexibility to execute strategic projects.

To finance the acquisition of Anheuser-Busch, we entered into a USD 45 billion senior facilities agreement (the 2008 Senior Facilities Agreement), of which USD 44 billion was ultimately
drawn and a USD 9.8 billion bridge facility agreement, enabling us to consummate the acquisition, including the payment of USD 52.5 billion to shareholders of Anheuser-Busch, refinancing certain Anheuser-Busch indebtedness, payment of all
transaction charges, fees and expenses and accrued but unpaid interest to be paid on Anheuser-Buschs outstanding indebtedness. On 18 December 2008, we repaid the debt we incurred under the bridge facility with the net proceeds of the
rights issue and cash proceeds we received from pre-hedging the foreign exchange rate between the euro and the US dollar in connection with the rights issue. As of 31 December 2009, we had refinanced approximately USD 27 billion of the USD 44
billion debt incurred under the 2008 Senior Facilities Agreement with the proceeds of several debt capital markets offerings and the proceeds from the disposal program. As of 6 April 2010, we had fully refinanced the debt incurred under the
2008 Senior Facilities Agreement with the proceeds from new senior credit facilities (the 2010 Senior Facilities Agreement), from other debt market offerings, and from cash generated from operations. The terms of the 2010 Senior
Facilities Agreement, as well as its intended use, are described under Item 10. Additional InformationC. Material Contracts2010 Senior Facilities Agreement.

Over the course of 2010, we made a number of repayments to the 2010 Senior Facilities. As of 31 December 2010, the amount of
outstanding unsecured bank loans payable within 12 months was USD 1.9 billion.



89



---

##### Table of Contents

See Item 5. Operating and Financial ReviewH. Contractual Obligations and ContingenciesContractual Obligations.

Our ability to manage the maturity profile of our debt and repay our outstanding indebtedness in line with management plans will
nevertheless depend upon market conditions. If such uncertain market conditions as experienced in the period between late 2007 and early 2009 reoccur in the future, our financing costs could increase beyond what is currently anticipated. Such costs
could have a material adverse impact on our cash flows, results of operations or both. In addition, an inability to refinance all or a substantial amount of our debt obligations when they become due would have a material adverse effect on our
financial condition and results of operations. See Item 3. Key InformationD. Risk FactorsRisks Relating to Our BusinessWe may not be able to obtain the necessary funding for our future capital or refinancing needs and we face
financial risks due to our level of debt and uncertain market conditions.

Our cash and cash equivalents and short-term
investments in debt securities less bank overdrafts as of 31 December 2010 amounted to USD 5.1 billion. As of 31 December 2010, we had an aggregate of USD 568 million available to us under committed short-term credit facilities and an
aggregate of USD 8,587 million available to us under committed long-term credit facilities. Although we may borrow such amounts to meet our liquidity needs, we principally rely on cash flows from operating activities to fund our continuing
operations.

Cash Flow

The following table sets forth our consolidated cash flows for the years ended 31 December 2010, 2009 and 2008:



|                                                 |  |                                  |        |   |      |  |         |         |  |  |         |  
|------------------------------------------------ |  | -------------------------------- | ------ | - | ---- |  | ------- | ------- |  |  | ------- | -
|                                                 |  | Year ended 31 December,(audited) |       
|                                                 |  | 2010                             |        |   | 2009 |  |         | 2008(1) | 
|                                                 |  | (USD million)                    |       
|Cash flow from operating activities(1)           |  |                                  | 9,905  |   |      |  | 9,124   |         |  |  | 5,533   |  
|Cash flow from (used in) investing activities(1) |  |                                  | (2,546 | ) |      |  | 5,269   |         |  |  | (54,878 | )
|Cash flow from (used in) financing activities    |  |                                  | (6,757 | ) |      |  | (13,096 | )       |  |  | 49,879  |  



Note:



|(1) | 2008 figures have been reclassified to conform to the 2009 presentation of the outstanding consideration payable to former Anheuser-Busch shareholders who did not claim
the proceeds by year-end 2008 and transaction costs payable on the Anheuser-Busch acquisition. As a result, USD 625 million of cash flow in 2008 was reclassified from Increase in trade and other payables within Cash flow from
operating activities to Acquisition of subsidiaries, net of cash acquired under Cash flow used in investing activities.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cash Flow from Operating Activities

Our cash flows from operating
activities for the years ended 31 December 2010, 2009 and 2008 were as follows:



|                                                                                     |  |                                  |        |   |      |  |        |      |  |  |        |  
|------------------------------------------------------------------------------------ |  | -------------------------------- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|                                                                                     |  | Year ended 31 December,(audited) |       
|                                                                                     |  | 2010                             |        |   | 2009 |  |        | 2008 | 
|                                                                                     |  | (USD million)                    |       
|Profit (including non-controlling interests)                                         |  |                                  | 5,762  |   |      |  | 5,877  |      |  |  | 3,126  |  
|Interest, taxes and non-cash items included in profit                                |  |                                  | 8,503  |   |      |  | 7,353  |      |  |  | 4,809  |  
|                                                                                     |  |                                  |        |   |      |  |        |      |  |  |        |  
|Cash flow from operating activities before changes in working capital and provisions |  |                                  | 14,265 |   |      |  | 13,230 |      |  |  | 7,935  |  
|Change in working capital(1) (2)                                                     |  |                                  | 226    |   |      |  | 787    |      |  |  | 177    |  
|Pension contributions and use of provisions                                          |  |                                  | (519   | ) |      |  | (548   | )    |  |  | (490   | )
|Interest, dividends, and taxes (paid)/received                                       |  |                                  | (4,067 | ) |      |  | (4,345 | )    |  |  | (2,089 | )



90



---

##### Table of Contents

|                                       |  |                                  |       |  |      |  |       |      |  |  |       | 
|-------------------------------------- |  | -------------------------------- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | 
|                                       |  | Year ended 31 December,(audited) |      
|                                       |  | 2010                             |       |  | 2009 |  |       | 2008 | 
|Cash flow from operating activities(2) |  |                                  | 9,905 |  |      |  | 9,124 |      |  |  | 5,533 | 
|                                       |  |                                  |       |  |      |  |       |      |  |  |       | 



Notes:



|(1) | For purposes of the table above, working capital includes inventories, trade and other receivables and trade and other payables, both current and non-current.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | 2008 figures have been reclassified to conform to the 2009 presentation of the outstanding consideration payable to former Anheuser-Busch shareholders who did not claim
the proceeds by year-end 2008 and transaction costs payable on the Anheuser-Busch acquisition. As a result USD 625 million of cash flow in 2008 was reclassified from Increase in trade and other payables under Change in working
capital within Cash flow from operating activities to Acquisition of subsidiaries, net of cash acquired under Cash flow used in investing activities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Non-cash items included in profit include: depreciation, amortization and impairments, including impairment losses on receivables and
inventories; additions and reversals in provisions and employee benefits; losses and gains on sales of property, plant and equipment, intangible assets, subsidiaries and assets held for sale; equity share-based payment expenses; share of result of
associates; net finance cost; income tax expense and other non-cash items included in profit. Please refer to our consolidated financial statements included in this Form 20-F for a more comprehensive overview of our cash flow from operating
activities.

Our primary source of cash flow for our ongoing activities and operations is our cash flow from operating
activities. For extraordinary transactions (such as the Anheuser-Busch acquisition), we may, from time to time, also rely on cash flows from other sources. See Cash Flow from Investing Activities and Cash Flow from Financing
Activities, below.

Net cash from operating activities in 2010 increased by USD 781 million, or 8.6%, from USD
9,124 million in 2009 to USD 9,905 million in 2010. The improvement was the combined result of an increase in our operating results and dividends received from Grupo Modelo, offset by a smaller positive change in working capital and the
cash generated from operating activities of the businesses disposed in 2009 which are included in the reported figures of 2009.

We devote substantial efforts to the efficient use of our working capital, especially those elements of working capital that are
perceived as core (including trade receivables, inventories and trade payables). The initiatives to improve our working capital include the implementation of best practices on collection of receivables and inventory management, such as
optimizing our inventory levels per stock taking unit, improving the batch sizes in our production process and optimizing the duration of overhauls. Similarly, we aim to efficiently manage our payables by reviewing our standard terms and conditions
on payments and resolving, where appropriate, the terms of payment within 120 days upon receipt of invoice. Changes in working capital contributed USD 226 million to operational cash flow in 2010. This change includes a USD 143 million
cash outflow from derivatives. Excluding the impact of derivatives, working capital management would have resulted in a positive USD 369 million cash impact.

Net cash from operating activities in 2009 increased by USD 3,591 million, or 64.9%, as compared to 2008. The improvement was the combined result of higher profit following the Anheuser-Busch
acquisition and improved working capital management, partly offset by an increase in interests and taxes paid. The positive change in working capital in 2009 was USD 787 million. This includes a USD 578 million cash outflow from derivatives. If
the cash outflow from derivatives had been excluded, the change in our working capital would have resulted in a positive USD 1,365 million cash impact.

Cash Flow from Investing Activities

Our cash flows from investing
activities for the years ended 31 December 2010, 2009 and 2008 were as follows:



91



---

##### Table of Contents

|                                                                                                                                             |  |                                 |        |   |      |  |        |      |  |  |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ---- |  | ------ | ---- |  |  | ------- | -
|                                                                                                                                             |  | Year ended 31 December(audited) |       
|                                                                                                                                             |  | 2010                            |        |   | 2009 |  |        | 2008 | 
|                                                                                                                                             |  | (USD million)                   |       
|Net capital expenditure(1)                                                                                                                   |  |                                 | (2,123 | ) |      |  | (1,386 | )    |  |  | (2,424  | )
|Acquisition and sale of subsidiaries and associates, net of cash acquired/disposed of, and purchase and sale of non-controlling
interests(2) |  |                                 | (62    | ) |      |  | 4,586  |      |  |  | (52,432 | )
|Proceeds from the sale of associates and assets held for sale(3)                                                                             |  |                                 | 146    |   |      |  | 1,813  |      |  |  | 89      |  
|Investment in short-term debt securities                                                                                                     |  |                                 | (604   | ) |      |  |       |      |  |  |        |  
|Other(3)                                                                                                                                     |  |                                 | 97     |   |      |  | 256    |      |  |  | (111    | )
|                                                                                                                                             |  |                                 |        |   |      |  |        |      |  |  |         |  
|Cash flow from (used in) investing activities(2)                                                                                             |  |                                 | (2,546 | ) |      |  | 5,269  |      |  |  | (54,878 | )
|                                                                                                                                             |  |                                 |        |   |      |  |        |      |  |  |         |  



Notes:



|(1) | Net capital expenditure consists of acquisitions of plant, property and equipment and of intangible and other assets, minus proceeds from sale.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------

|(2) | 2008 figures have been reclassified to conform to the 2009 presentation of the outstanding consideration payable to former Anheuser-Busch shareholders who did not claim
the proceeds by year-end 2008 and transaction costs payable on the Anheuser-Busch acquisition. As a result, USD 625 million of cash flow in 2008 was reclassified from Increase in trade and other payables under Change in
working capital within Cash flow from operating activities to Acquisition of subsidiaries, net of cash acquired under Cash flow used in investing activities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | 2008 figures have been reclassified to conform to the 2009 presentation.
|--- | ------------------------------------------------------------------------

Net cash used in investing activities was USD 2,546 million in 2010 as compared to USD 5,269 million of cash realized from investing activities during 2009. This difference mainly results from
the cash inflow from the disposal program we executed in 2009. In addition, net capital expenditures increased from USD 1,386 million in 2009 to USD 2,123 million in 2010, mainly due to higher investments in the growth regions of Brazil
and China.

During 2010, we invested USD 604 million in Brazilian real denominated government debt securities in order to
facilitate liquidity and capital preservation. These investments are of a highly liquid nature.

Net cash received from
investing activities was USD 5,269 million in 2009 as compared to USD 54,878 million of cash used in investing activities during 2008. This difference mainly results from the cash outflow from the Anheuser-Busch acquisition in 2008
compared to the cash inflow from the disposal program we executed in 2009. Pursuant to this disposal program we divested during 2009, our 27% stake in Tsingtao (China), Oriental Brewery (Korea), four metal beverage can lid manufacturing plants from
our U.S. metal packaging subsidiary, Busch Entertainment Corporation, our Central European Operations, the Tennents Lager brand and associated trading assets in Scotland, Northern Ireland and the Republic of Ireland and InBev USA.

Sale of subsidiaries, net of cash disposed of accounted for our most significant cash generation in 2009. Conversely, acquisition of
subsidiaries, net of cash, acquired the purchase of non-controlling interests and the acquisition of plant, property and equipment accounted for our most significant cash outlays in the year ended 31 December 2008.



92



---

##### Table of Contents

Cash Flow from Financing Activities

Our cash flows from financing activities for the years ended 31 December 2010, 2009 and 2008 were as follows:



|                                                             |  |                                 |        |   |      |  |         |      |  |  |        |  
|------------------------------------------------------------ |  | ------------------------------- | ------ | - | ---- |  | ------- | ---- |  |  | ------ | -
|                                                             |  | Year ended 31 December(audited) |       
|                                                             |  | 2010                            |        |   | 2009 |  |         | 2008 | 
|                                                             |  | (USD million)                   |       
|Dividends paid(1)                                            |  |                                 | (1,924 | ) |      |  | (1,313  | )    |  |  | (2,922 | )
|Net (payments on) / proceeds from borrowings(2)              |  |                                 | (4,290 | ) |      |  | (11,793 | )    |  |  | 44,472 |  
|Net proceeds from the issue of share capital                 |  |                                 | 215    |   |      |  | 76      |      |  |  | 9,764  |  
|Net purchase of treasury shares                              |  |                                 |       |   |      |  |        |      |  |  | (797   | )
|Other (including net financing costs other than interest)(2) |  |                                 | (758   | ) |      |  | (66     | )    |  |  | (638   | )
|                                                             |  |                                 |        |   |      |  |         |      |  |  |        |  
|Cash flow from (used in) financing activities                |  |                                 | (6,757 | ) |      |  | (13,096 | )    |  |  | 49,879 |  
|                                                             |  |                                 |        |   |      |  |         |      |  |  |        |  



Note:



|(1) | Dividends paid in 2010 consisted primarily of USD 826 million paid by Anheuser-Busch InBev SA/NV and USD 1,097 million paid by AmBev. Dividends paid in 2009
consisted primarily of USD 598 million paid by Anheuser-Busch InBev SA/NV and USD 680 million paid by AmBev. Dividends paid in 2008 consist primarily of USD 1,983 million paid by Anheuser-Busch InBev SA/NV, USD 630 million paid
by AmBev and USD 268 million paid by Anheuser-Busch.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | 2008 and 2009 figures have been reclassified to conform to the 2010 presentation.
|--- | ---------------------------------------------------------------------------------

Cash flows used in financing activities amounted to USD 6,757 million for the year ended 31 December 2010, as compared to USD
13,096 million of cash used in financing activities for the year ended 31 December 2009, mainly reflecting higher dividend pay out, reduced net repayments from borrowings partly offset by settlement of derivatives not part of a hedging
relationship.

Cash flows used in financing activities amounted to USD 13,096 million for the year ended 31 December
2009, as compared to USD 49,879 million of positive cash flows from financing activities for the year ended 31 December 2008. The change was primarily due to the effects of our deleveraging program, resulting in higher payments on
borrowings, and lower proceeds from borrowing, reflecting debt refinancing and principal repayments made during the year ended 31 December 2009, as compared to the cash inflow in 2008 reflecting the funding of the Anheuser-Busch acquisition.

Transfers from Subsidiaries

The amount of dividends payable by our operating subsidiaries to us is subject to, among other restrictions, general limitations imposed by the corporate laws, capital transfer restrictions and exchange
control restrictions of the respective jurisdictions where those subsidiaries are organized and operate. For example, in Brazil, which accounted for 37.8% of our actual reported profit from operations for the year ended 31 December 2010,
current legislation permits the Brazilian government to impose temporary restrictions on remittances of foreign capital abroad in the event of a serious imbalance or an anticipated serious imbalance in Brazils balance of payments. For
approximately six months in 1989 and early 1990, the Brazilian government froze all dividend and capital repatriations held by the Central Bank that were owed to foreign equity investors in order to conserve Brazils foreign currency reserves.

Dividends paid to us by certain of our subsidiaries are also subject to withholding taxes. Withholding tax, if applicable,
generally does not exceed 10%.

Capital transfer restrictions are also common in certain developing countries, and may affect
our flexibility in implementing a capital structure we believe to be efficient. For example, China has very specific approval regulations for all capital transfers to or from the country and certain capital transfers to and from Ukraine are subject
to obtaining a specific permit.



93



---

##### Table of Contents

Funding Sources

Funding Policies

We aim to secure committed credit lines with financial institutions to cover our liquidity risk on a 12-month and 24-month basis. Liquidity risk is identified using both the budget and strategic planning
process input of the group on a consolidated basis. Depending on market circumstances and the availability of local debt capital markets, we may decide, based on liquidity forecasts, to secure funding on a medium- and long-term basis.

We also seek to continuously optimize our capital structure with a view to maximizing shareholder value while keeping desired financial
flexibility to execute strategic projects. Our capital structure policy and framework aims to optimize shareholder value through tax efficient maximization of cash flow distribution to us from our subsidiaries, while maintaining an investment-grade
rating and minimizing cash and investments which earn returns below our weighted average cost of capital.

Cash and Cash
Equivalents and Short-Term Investments

Our cash and cash equivalents and short-term investments less bank overdrafts
at each of 31 December 2010, 2009 and 2008 were as follows:



|                                                     |  |                                 |       |   |      |  |       |      |  |  |       |  
|---------------------------------------------------- |  | ------------------------------- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | -
|                                                     |  | Year ended 31 December(audited) |      
|                                                     |  | 2010                            |       |   | 2009 |  |       | 2008 | 
|                                                     |  | (USD million)                   |      
|Cash and cash equivalents                            |  |                                 | 4,511 |   |      |  | 3,689 |      |  |  | 2,936 |  
|Bank overdrafts                                      |  |                                 | (14   | ) |      |  | (28   | )    |  |  | (765  | )
|Investment in short-term debt securities             |  |                                 | 641   |   |      |  | 30    |      |  |  | 270   |  
|                                                     |  |                                 |       |   |      |  |       |      |  |  |       |  
|Cash and Cash Equivalents and Short-Term Investments |  |                                 | 5,138 |   |      |  | 3,691 |      |  |  | 2,441 |  
|                                                     |  |                                 |       |   |      |  |       |      |  |  |       |  

Our cash, cash equivalents and short term investments in debt securities less bank overdrafts as of
31 December 2010 amounted to USD 5,138 million. As of 31 December 2010, we had an aggregate of USD 568 million and USD 8,587 million available to us under committed short term and long-term credit facilities, respectively.
Although we may borrow such amounts to meet our liquidity needs, we principally rely on cash flows from operating activities to fund our continuing operations.

Borrowings

To finance the Anheuser-Busch acquisition, we entered
into the 2008 Senior Facilities Agreement of which USD 44 billion was ultimately drawn which we fully repaid on 6 April 2010. At the time of the Anheuser-Busch acquisition, the interest rate for an amount of up to USD 34.5 billion had
effectively been fixed through a series of hedge arrangements at a weighted average rate of 3.875% per annum (plus applicable fixed spreads) for the period 2009 to 2011 and a portion of the hedging arrangements had been successively extended
for an additional two-year period. In 2009, we repaid part of the 2008 Senior Facilities and in 2010, the 2008 Senior Facilities were fully refinanced and partially replaced by the 2010 Senior Facilities. Following the repayment and refinancing
activities performed throughout 2009 and 2010, we entered into new interest rate swaps to unwind the ones that became freestanding as a result of these repayments. As of 31 December 2010, the remaining open positions include a series of US
dollar LIBOR fixed interest-rate swaps covering the interest exposure on the outstanding balance of the 2010 Senior Facilities amounting to USD 4.4 billion. The interest rate had been fixed at a weighted average rate of 4.038% per annum (plus
applicable spreads) for the period 2010 and 2011 and at a weighted average rate of 2.85% per annum (plus applicable spreads) for the period 2012 to 2013.

As a result of the partial prepayment of amounts drawn under the 2008 Senior Facilities Agreement in the fourth quarter of 2009, we recognized an exceptional finance cost of USD 474 million in
hedging losses, as the interest rate swaps hedging the repaid parts of the 2008 Senior Facilities were no longer effective.



94



---

##### Table of Contents

As a result of the partial prepayment of amounts drawn under the 2008 and 2010 Senior
Facilities Agreement during 2010, we recognized an exceptional finance cost of USD 733 million in hedging losses, as the interest rate swaps hedging the repaid parts of the senior facilities were no longer effective. The repayment of the 2010
Senior Facilities will result in the recognition of additional hedging losses in 2011. See Item 11. Quantitative and Qualitative Disclosures About Market RiskMarket Risk, Hedging and Financial Instruments, and Item 8.
Financial InformationB. Significant Changes.

Our borrowings are linked to different interest rates, both variable
and fixed. As of 31 December 2010, after certain hedging and fair value adjustments, USD 11.9 billion, or 26.6%, of our interest-bearing financial liabilities (which include loans, borrowings and bank overdrafts) bore a variable interest rate,
while USD 33.0 billion, or 73.4%, bore a fixed interest rate.

On 26 February 2010, we entered into USD 17.2 billion of
senior credit agreements, including the USD 13 billion 2010 Senior Facilities Agreement, enabling us to fully refinance the 2008 Senior Facilities. These facilities extend our debt maturities while building additional liquidity, thus enhancing our
credit profile as evidenced by the improved terms under the facilities, which do not include financial covenants or mandatory prepayment provisions. On 6 April 2010 we drew USD 10.1 billion under the 2010 Senior Facilities Agreement and fully
repaid the 2008 Senior Facilities, which has been terminated. The terms of the 2010 Senior Facilities Agreement, as well as its intended use, are described under Item 10. Additional InformationC. Material Contracts2010 Senior
Facilities Agreement. For details of the repayments we made, see Item 10. Additional InformationC. Material Contracts2010 Senior Facilities Agreement.

On 24 March 2010, we issued four series of notes in an aggregate principal amount of USD 3.25 billion consisting of USD 1 billion
aggregate principal of notes due 2013, USD 0.75 billion aggregate principal of notes due 2015 and USD 1 billion aggregate principal of notes due 2020 bearing interest at a rate of 2.5%, 3.625% and 5% respectively, and a note consisting of USD 0.5
billion aggregate principal of notes due 2013 and bearing an interest at a floating rate of 3 months US dollar LIBOR plus 0.73%.

In addition to the above, we continued to refinance and repay our obligations under the 2010 Senior Facilities Agreement by using cash generated from operations, proceeds of disposal activities, drawdowns
from existing loan facilities and by using the proceeds of the following capital market offerings:



| |  |  | On 26 April 2010, we issued notes from our European Medium Term Note program in an aggregate principal amount of EUR 750 million due 2018
bearing interest at a fixed rate of 4.0%.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 10 November 2010, we issued a Brazilian real linked series of notes in an aggregate principal amount of Brazilian Real 750 million due
2015, bearing interest at a rate of 9.750%.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 8 December 2010, we issued a series of notes in an aggregate principal amount of CAD 600 million due 2016, bearing interest at a rate of
3.650%.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

Further, upon the completion of the acquisition, Anheuser-Busch became part of our consolidated
group and its outstanding indebtedness became part of our consolidated liabilities. Anheuser-Busch InBev SA/NV has also guaranteed the outstanding capital markets debt issued or guaranteed by Anheuser-Busch and may guarantee
Anheuser-Buschs obligations under any guarantee provided by Anheuser-Busch of its subsidiaries other debt obligations. As of 31 December 2010, the Anheuser-Busch obligations guaranteed by Anheuser-Busch InBev SA/NV amounted to
USD 5.7 billion.

Most of our other interest-bearing loans and borrowings are for general corporate purposes, based upon
strategic capital structure concerns, although certain borrowings are incurred to fund significant acquisitions of subsidiaries, such as the borrowings to fund the Anheuser-Busch acquisition. Although seasonal factors affect the business, they have
little effect on our borrowing requirements.

On 8 December 2005, InBev (as borrower), Brandbrew S.A.,
Cobrew SA/NV and InBev Belgium (as borrowers and guarantors) entered into a EUR 2.5 billion revolving loan facility with, among others, ABN AMRO



95



---

##### Table of Contents

Bank N.V., Calyon, Citigroup Global Markets Ltd and ING Belgium NV/SA (as bookrunners), Fortis Bank SA/NV (as facility agent) and certain banks and financial institutions (as
original lenders). This facility can be used for general corporate purposes, including but not limited to acquisitions and, without having an obligation to do so, refinancing the indebtedness of the AB InBev Group. This facility contains customary
representations and warranties, covenants and events of default and is unsecured. The final maturity date of this facility is 8 December 2012. As of 31 December 2010, EUR 0.3 million remained available to be drawn under this facility.

We have also established a Belgian commercial paper program under which Anheuser-Busch InBev SA/NV and Cobrew NV/SA
may issue and have outstanding at any time commercial paper notes up to a maximum aggregate amount of EUR 1.0 billion (USD 1.3 billion) or its equivalent in alternative currencies. The proceeds from the issuance of any such notes may be
used for general corporate purposes. The notes may be issued in two tranches: Tranche A has a maturity of not less than seven and not more than 364 days from and including the day of issue; Tranche B has a maturity of not less than
one year. As of 31 December 2010, we had borrowed approximately USD 1 billion under the program. Our ability to borrow additional amounts under the program is subject to investor demand. If we are ever unable to refinance under this commercial
program as it becomes due, we may borrow up to an amount of EUR 125 million (USD 167 million) under a committed special-purpose credit line or access funding through the use of our other committed lines of credit.

For details of debt issuances used to refinance our already existing debt, see Net Debt and Equity.

Our net debt is denominated in various currencies, though primarily in the U.S. dollar, the euro, the Brazilian real and the Canadian
dollar. Our policy is to have our subsidiaries incur debt in their functional currencies, through long-term or short-term borrowing arrangements, either directly in their functional currencies or indirectly through hedging arrangements, to the
extent possible.

The currency of borrowing is driven by various factors in the different countries of operation, including a
need to hedge against functional currency inflation, currency convertibility constraints, or restrictions imposed by exchange control or other regulations. In accordance with our policy aimed at achieving an optimal balance between cost of funding
and volatility of financial results, we seek to match borrowing liabilities to functional currency cash flow, and may enter into certain financial instruments in order to mitigate currency risk. We have also entered into certain financial
instruments in order to mitigate interest rate risks. For further details on our approach to hedging foreign currency and interest rate risk, see Item 11. Quantitative and Qualitative Disclosures About Market RiskMarket Risk, Hedging and
Financial Instruments.

We have substantially increased our U.S. dollar liabilities as a result of U.S. dollar amounts
borrowed and assumed in connection with the Anheuser-Busch acquisition. Following the acquisition, we adopted a hybrid currency matching model pursuant to which we may (i) match net debt currency exposure to cash flows in such currency,
measured on the basis of EBITDA, as defined, adjusted for exceptional items, by swapping a significant portion of U.S. dollar debt to other currencies, such as Brazilian real (with a higher coupon), although this would negatively impact our profit
and earnings due to the higher Brazilian real interest coupon, and (ii) use Anheuser-Buschs U.S. dollar cash flows to service interest payments under our debt obligations. See Item 11. Quantitative and Qualitative Disclosures About
Market RiskMarket Risk, Hedging and Financial InstrumentsForeign Currency Risk for further details of our hedging arrangements. For our definition of EBITDA, as defined, see Item 5. Operating and Financial ReviewE.
Results of OperationsYear Ended 31 December 2010 Compared to Year Ended 31 December 2009EBITDA, as defined.

We were in compliance with all our debt covenants as of 31 December 2010. The 2010 Senior Facility Agreement does not include financial covenants. For further details regarding our total current and
non-current liabilities, please refer to note 24 of our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010.

The following table sets forth the level of our current and non-current interest-bearing loans and borrowings as of 31 December 2010
and 2009:



96



---

##### Table of Contents

|                          |  |                                 |        |  |      |  |        | 
|------------------------- |  | ------------------------------- | ------ |  | ---- |  | ------ | 
|                          |  | Year ended 31 December(audited) |       
|                          |  | 2010                            |        |  | 2009 | 
|                          |  | (USD million)                   |       
|Secured bank loans        |  |                                 | 137    |  |      |  | 83     | 
|Unsecured bank loans      |  |                                 | 11,039 |  |      |  | 20,175 | 
|Unsecured bond issues     |  |                                 | 33,339 |  |      |  | 28,513 | 
|Secured other loans       |  |                                 | 6      |  |      |  | 20     | 
|Unsecured other loans     |  |                                 | 244    |  |      |  | 223    | 
|Finance lease liabilities |  |                                 | 115    |  |      |  | 50     | 
|                          |  |                                 |        |  |      |  |        | 
|Total(1)                  |  |                                 | 44,880 |  |      |  | 49,064 | 
|                          |  |                                 |        |  |      |  |        | 



Note:



|(1) | Total shown excludes USD 14 million of bank overdrafts in 2010 and USD 28 million in 2009.
|--- | ------------------------------------------------------------------------------------------

The following table sets forth the contractual maturities of our interest-bearing liabilities as of 31 December 2010:



|                          |  |                   |        |  |                 |  |       |           |  |  |           |  |  |                  |       |  |  |  |        | 
|------------------------- |  | ----------------- | ------ |  | --------------- |  | ----- | --------- |  |  | --------- |  |  | ---------------- | ----- |  |  |  | ------ | 
|                          |  | CarryingAmount(1) |        |  | Less than1 year |  |       | 1-3 years |  |  | 3-5 years |  |  | More than5 years |      
|                          |  | (USD million)     |       
|Secured bank loans        |  |                   | 137    |  |                 |  | 32    |           |  |  | 87        |  |  |                  | 12    |  |  |  | 6      | 
|Unsecured bank loans      |  |                   | 11,039 |  |                 |  | 1,898 |           |  |  | 8,604     |  |  |                  | 525   |  |  |  | 12     | 
|Unsecured bond issues     |  |                   | 33,339 |  |                 |  | 777   |           |  |  | 7,189     |  |  |                  | 7,912 |  |  |  | 17,461 | 
|Secured other loans       |  |                   | 6      |  |                 |  |      |           |  |  | 6         |  |  |                  |      |  |  |  |       | 
|Unsecured other loans     |  |                   | 244    |  |                 |  | 171   |           |  |  | 27        |  |  |                  | 23    |  |  |  | 23     | 
|Finance lease liabilities |  |                   | 115    |  |                 |  | 40    |           |  |  | 6         |  |  |                  | 2     |  |  |  | 67     | 
|                          |  |                   |        |  |                 |  |       |           |  |  |           |  |  |                  |       |  |  |  |        | 
|Total(2)                  |  |                   | 44,880 |  |                 |  | 2,918 |           |  |  | 15,919    |  |  |                  | 8,474 |  |  |  | 17,569 | 
|                          |  |                   |        |  |                 |  |       |           |  |  |           |  |  |                  |       |  |  |  |        | 



Notes:



|(1) | Carrying Amounts refers to net book value as recognized in the balance sheet at 31 December 2010.
|--- | ---------------------------------------------------------------------------------------------------

|(2) | Total shown excludes USD 14 million of bank overdrafts in 2010.
|--- | ---------------------------------------------------------------

Please refer to note 29 of our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010 for a description of the currencies of
our financial liabilities and a description of the financial instruments we use to hedge our liabilities.

Credit Rating

As of 31 March 2011, our credit rating from Standard and Poors is BBB+ for long-term obligations and A-2 for
short-term obligations, with a positive outlook, and our credit rating from Moodys Investors Service is Baa1 for long-term obligations, with a stable outlook. Credit ratings may be changed, suspended or withdrawn at any time and are not a
recommendation to buy, hold or sell any of our or our subsidiaries securities. Any change in our credit ratings could have a significant impact on the cost of debt capital to us and/or our ability to raise capital in the debt markets.

Capital Expenditures

We spent USD 2,123 million during 2010 on acquiring capital assets (net of proceeds from the sale of property, plant, equipment and intangible assets). The increase in comparison with 2009 primarily
relates to higher investments in the growth regions of Brazil and China. Of our total capital expenditures in 2010, approximately 53% was used to improve our production facilities while 38% was used for logistics and commercial investments.
Approximately 9% was used for improving administrative capabilities and purchase of hardware and software.



97



---

##### Table of Contents

We spent USD 1,386 million in 2009 on acquiring capital assets. Of this amount,
approximately 47% was used to improve our production facilities, while 43% was used for logistics and commercial investments. Approximately 10% was used for improving administrative capabilities and purchase of hardware and software.

We spent USD 2,424 million in 2008 on acquiring capital assets. In 2008, out of the total capital expenditures, approximately 66%
was used to improve our production facilities, while 24% was used for logistics and commercial investments. Approximately 10% was used for improving administrative capabilities and purchase of hardware and software.

Investments and Disposals

In 2010, we did not engage in any acquisitions or disposals that resulted in our liquidity increasing or decreasing in a material way.

We acquired the Budweiser distribution rights in Paraguay for USD 24 million in April 2009 and we bought a Pepsi bottler in Bolivia
for USD 27 million in March 2009.

During 2009, we also disposed of certain of our businesses:



| |  |  | On 13 March 2009, we completed the sale of InBev USA, the exclusive importer of Labatt branded beer in the United States, to an affiliate of KPS
Capital Partners, LP to satisfy requirements imposed by the U.S. Department of Justice in connection with its clearance of our acquisition of Anheuser-Busch.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 30 April 2009, we completed the sale of 19.9% of Tsingtao to Asahi Breweries, Ltd. for USD 667 million. We used the net proceeds
from this divestiture to repay part of the 2008 Senior Facilities we incurred to finance the Anheuser-Busch acquisition. On 8 May 2009, we announced that we had entered into an agreement with a private investor, Mr. Chen Fashu, to sell our
remaining 7% stake in Tsingtao for USD 235 million. The sale was completed on 5 June 2009.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 24 July 2009, we completed the sale of Oriental Brewery, South Koreas second largest brewery, to an affiliate of Kohlberg Kravis
Roberts & Co. L.P. for USD 1.8 billion, which resulted in USD 1.5 billion of cash proceeds and receipt of a USD 0.3 billion note receivable at closing. On 12 March 2010, the note receivable was sold for USD 0.3 billion in cash. We
expect to continue our relationship with Oriental Brewery through the exchange of best practices, by granting Oriental Brewery exclusive distribution rights over certain brands in South Korea including Budweiser, Bud Ice and Hoegaarden, and by
having an ongoing contingent interest in Oriental Brewery through an agreed earn-out. In addition, we will have the right, but not the obligation, to reacquire Oriental Brewery five years after the closing of the transaction based on predetermined
financial terms. The divestiture of Oriental Brewery was part of our ongoing deleveraging program and allowed us to repay debt incurred as a result of the Anheuser-Busch acquisition.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 29 September 2009, we completed the sale of our Tennents Lager brand and associated trading assets in Scotland, Northern Ireland and the
Republic of Ireland (part of InBev UK Limited) to C&C Group plc for a total enterprise value of GBP 180 million. Included in the sale are the Glasgow Wellpark Brewery in Scotland, where Tennents Lager is brewed, rights to the
Tennents Lager brand itself, Tennents Ales and assets located in Scotland, Northern Ireland and the Republic of Ireland. As part of the agreement, we appointed C&C Group as distributor of certain of our brands in Scotland, Northern
Ireland and the Republic of Ireland, and C&C Group granted us a license to use the Tennents Super and Tennents Pilsner brands in certain jurisdictions.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 1 October 2009, we completed the sale of four metal beverage can and lid manufacturing plants from our U.S. metal packaging subsidiary, Metal
Container Corporation, to Ball Corporation for an aggregate purchase price of USD 577 million. In connection with this transaction, Ball Corporation has entered into a long-term supply agreement to continue to supply us with metal beverage cans and
lids
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



98



---

##### Table of Contents

| | from the divested plants, and has committed, as part of the acquisition agreement, to offer employment to each active employee of the plants.
| | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 1 December 2009, we completed the sale of our indirect wholly-owned subsidiary, Busch Entertainment Corporation, to an entity established by
Blackstone Capital Partners V L.P., for up to USD 2.7 billion. The purchase price was comprised of a cash payment of USD 2.3 billion and a right to participate in Blackstone Capital Partners return on its initial investment, which is capped at
USD 400 million.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 2 December 2009, we completed the sale of our Central European operations to CVC Capital Partners for an enterprise value of USD 2.2 billion,
of which USD 1.6 billion was cash, USD 448 million was received as an unsecured deferred payment obligation with a six-year maturity and USD 165 million represents the estimated value to minorities. We also received additional rights to a
future payment estimated up to USD 800 million contingent on CVCs return on its initial investments. As a result of the sale, we recorded a capital gain of approximately USD 1.1 billion. Under the terms of the agreement, our operations in
Bosnia & Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, Romania, Serbia and Slovakia were sold. CVC Capital Partners agreed to brew and/or distribute Stella Artois, Becks, Löwenbräu, Hoegaarden, Spaten
and Leffe in the above countries under license from us. We retain rights to brew and distribute Staropramen in several countries including Ukraine, Russia, the United States, Germany and the United Kingdom. In addition, we have a right of first
offer to reacquire the business should CVC Capital Partners decide to sell in the future.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition,
under the AmBev Exchange of Share Ownership-Program, a number of AmBev shareholders who are part of our senior management exchanged AmBev shares for our shares which increased our economic interest percentage in AmBev.

In 2008, our expenditures on acquiring businesses were largely the result of the Anheuser-Busch acquisition, for which the total amount
of funds required was approximately USD 54.8 billion and for which we recognized goodwill of USD 32.9 billion allocated primarily to our U.S. business on the basis of expected synergies. Aside from this acquisition, we spent USD
946 million during 2008 on acquisitions of businesses and purchases of non-controlling interests. We reached an agreement to purchase the Cintra brands in January 2008 and subsequently sold the Cintra brands at net carrying value in May 2008.
We also acquired several local distributors throughout the world during 2008. These distributors were immediately integrated into our operations and goodwill on these transactions amounted to USD 85 million. We also received a USD 47 million
cash inflow from the disposal of certain wholesalers in Western Europe and the partial collection of the remaining receivables from the sale of Immobrew in 2007. Our purchases of non-controlling interests principally related to AmBev (through
AmBevs share buyback programs), Zhejiang Shiliang Brewery Co., Ltd. and Quinsa. As a result of a share buy-back program of AmBev shares during 2008, our percentage interest in AmBev increased from 61.01% to 61.75%. Other purchases of
non-controlling interests related to the buy-out of InBev Shiliang (Zhejiang) Brewery and to the closing of AmBevs tender offer for Quinsa shares, resulting in an increase of AmBevs economic interest in Quinsa to 99.83%. The total cash
consideration for these purchases of non-controlling interests amounted to USD 853 million, including USD 342 million for the repurchase of shares by AmBev. As the related subsidiaries were already fully consolidated, the purchases did not
impact our profit, but reduced the non-controlling interests and thus impacted the profit attributable to our equity holders.

Net Debt and Equity

We define net debt as non-current and current interest-bearing loans and borrowings and bank overdrafts minus debt securities and cash. Net debt is a financial performance indicator that is used by our
management to highlight changes in our overall liquidity position. We believe that net debt is meaningful for investors as it is one of the primary measures our management uses when evaluating our progress towards deleveraging.

The following table provides a reconciliation of our net debt to the sum of current and non-current interest bearing loans and borrowings
as of the dates indicated:



99



---

##### Table of Contents

|                                                                             |  |                       |        |   |      |  |        |  
|---------------------------------------------------------------------------- |  | --------------------- | ------ | - | ---- |  | ------ | -
|                                                                             |  | 31 December (audited) |       
|                                                                             |  | 2010                  |        |   | 2009 | 
|                                                                             |  | (USD million)         |       
|Non-current interest bearing loans and borrowings                            |  |                       | 41,961 |   |      |  | 47,049 |  
|Current interest bearing loans and borrowings                                |  |                       | 2,919  |   |      |  | 2,015  |  
|                                                                             |  |                       |        |   |      |  |        |  
|Total                                                                        |  |                       | 44,880 |   |      |  | 49,064 |  
|Bank overdrafts                                                              |  |                       | 14     |   |      |  | 28     |  
|Cash and cash equivalents                                                    |  |                       | (4,511 | ) |      |  | (3,689 | )
|Interest-bearing loans granted (included within Trade and other receivables) |  |                       | (38    | ) |      |  | (48    | )
|Debt securities (included within Investment securities)(1)                   |  |                       | (641   | ) |      |  | (181   | )
|                                                                             |  |                       |        |   |      |  |        |  
|Total net debt                                                               |  |                       | 39,704 |   |      |  | 45,174 |  
|                                                                             |  |                       |        |   |      |  |        |  



Notes:



|(1) | See note 17 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------

Net debt as of 31 December 2010 was USD 39.7 billion, a reduction of USD 5.5 billion as compared to
31 December 2009, driven by strong cash flow generation. Apart from operating results net of capital expenditures, our net debt was mainly impacted by dividend payments to our shareholders and to AmBev shareholders totaling USD 1,924 million;
the payment of interest and taxes, amounting to USD 4,450 million; and the impact of changes in foreign exchange rates, resulting in a USD 725 million decrease in net debt.

Our net debt decreased to USD 45,174 million as of 31 December 2009, from USD 56,674 million as of 31 December 2008.
Apart from operating results net of capital expenditures, our net debt was reduced by the net proceeds from the sale of our associates, subsidiaries and assets (USD 7,372 million), offset by dividend payments to our shareholders (USD 598 million),
dividend payments to non-controlling shareholders of AmBev (USD 680 million), the payment of previously unclaimed consideration to former Anheuser-Busch shareholders and the payment of other transaction costs associated with the Anheuser-Busch
acquisition (USD 579 million), and the impact of changes in foreign exchange rates (USD 897 million).

Consolidated equity
attributable to our equity holders as at 31 December 2010 was USD 35,259 million, compared to USD 30,318 million at the end of 2009. The combined effect of the strengthening of mainly the closing rates of the Brazilian real, the
Canadian dollar, the Chinese yuan, the Mexican peso and the Ukrainian hryvnia, and the weakening of mainly the closing rates of the Argentinean peso, the euro, the pound sterling and the Russian ruble, resulted in a positive foreign exchange
translation adjustment of USD 939 million.

Consolidated equity attributable to our equity holders as at 31 December 2009
was USD 30,318 million, compared to USD 22,442 million at the end of 2008. The combined effect of the strengthening of the Brazilian real, the Canadian dollar, the euro, the pound sterling, the Mexican peso, and the weakening of the
Argentinean peso, the Chinese yuan and the Russian ruble resulted in a positive foreign exchange translation adjustment of USD 2,216 million.

Note that further details on equity movements can be found in our consolidated statement of changes in equity to our audited consolidated financial statements as of, and for the three years ended,
31 December 2010.

2010 Facilities Agreements

On 26 February 2010, we entered into USD 17.2 billion of senior credit agreements, including the USD 13 billion 2010 Senior Facilities Agreement, enabling us to fully refinance the 2008 Senior
Facilities. These facilities extend our debt maturities while building additional liquidity, thus enhancing our credit profile as evidenced by the improved terms under the facilities, which do not include financial covenants or mandatory prepayment
provisions. On 6 April 2010, we drew USD 10.1 billion under the 2010 Senior Facilities Agreement and fully repaid the 2008



100



---

##### Table of Contents

Senior Facilities, which has been terminated. The terms of the 2010 Senior Facilities Agreement, as well as its intended use, are described under Item 10. Additional InformationC.
Material Contracts2010 Senior Facilities Agreement.

March 2010 Notes Offering

On 24 March 2010, we announced the issuance of four series of notes in an aggregate principal amount of USD 3.25 billion, consisting
of USD 500 million aggregate principal amount of notes due 2013, bearing interest at three-month LIBOR plus a spread of 0.73%; USD 1.0 billion aggregate principal amount of notes due 2013, bearing interest at a rate of 2.500%; USD 750
million aggregate principal amount of notes due 2015, bearing interest at a rate of 3.625%; and USD 1.0 billion aggregate principal amount of notes due 2020, bearing interest at a rate of 5.000%. The net proceeds from the March 2010 Notes
offering were used to repay USD 3.23 billion under the 2008 Senior Facilities Agreement.

April 2010 European Medium Term Notes

On 26 April 2010, we announced the issuance of a series of notes from our European Medium Term Note program in an
aggregate principal amount of EUR 750 million due 2018, bearing interest at a fixed rate of 4.0%. The net proceeds from the April 2010 European Medium Term Notes offering were used to repay USD 950 million of the 2010 Senior Facilities,
which is described under Item 10. Additional InformationC. Material Contracts2010 Senior Facilities Agreement.

November 2010 Brazilian real linked Notes Offering

On 10 November 2010, we announced the issuance of a Brazilian real linked series of notes in an aggregate principal amount of Brazilian real 750 million, bearing an interest at a rate of 9.750%.
The net proceeds from the November 2010 Brazilian real linked Notes offering were used to repay USD 440.0 million of the 2010 Senior Facilities, which is described under Item 10. Additional InformationC. Material Contracts2010
Senior Facilities Agreement.

December 2010 Canadian Notes Offering

On 8 December 2010, we announced the issuance of a series of notes in an aggregate principal amount of Canadian dollar
600 million, bearing an interest at a rate of 3.650%. The net proceeds from the December 2010 Canadian Notes offering were used to repay USD 590.0 million of the 2010 Senior Facilities, which is described under Item 10. Additional
InformationC. Material Contracts2010 Senior Facilities Agreement.

January 2011 Notes Offering

On 24 January 2011, we announced the issuance of three series of notes in an aggregate principal amount of USD 1.65 billion,
consisting of USD 650 million aggregate principal amount of floating rate notes due 2014, bearing interest at three-month LIBOR plus a spread of 0.55%; USD 500 million aggregate principal amount of notes due 2016, bearing interest at a
rate of 2.875%; and USD 500 million aggregate principal amount of notes due 2021, bearing interest at a rate of 4.375%. The net proceeds from the January 2011 Notes offering were used to repay USD 1.1 billion of the 2010 Senior Facilities,
which is described under Item 10. Additional InformationC. Material Contracts2010 Senior Facilities Agreement.

February 2011 Exchange Notes Offering

On 11 February 2011, we launched an offer to exchange up to USD 8.0 billion of our outstanding unregistered notes, for freely tradable notes registered under the Securities Act of 1933 with otherwise
substantially the same terms and conditions. The unregistered notes were issued during the first half of 2009 before we became a SEC registrant. The exchange offer closed on 14 March 2011.



101



---

##### Table of Contents

H. CONTRACTUAL OBLIGATIONS AND CONTINGENCIES

Contractual Obligations

The following table reflects certain of our contractual obligations, and the effect such obligations are expected to have on our liquidity
and cash flows in future periods, as of 31 December 2010:



|                            |  |                          |        |  |                       |  |        |           |  |  |           |  |  |                  |        |  |  |  |        | 
|--------------------------- |  | ------------------------ | ------ |  | --------------------- |  | ------ | --------- |  |  | --------- |  |  | ---------------- | ------ |  |  |  | ------ | 
|                            |  |                          |        |  | Payment Due By Period | 
|Contractual Obligations     |  | Contractualcash
flows(2) |        |  | Less than1 year       |  |        | 1-3 years |  |  | 3-5 years |  |  | More than5 years |       
|                            |  | (USD million)            |       
|Secured bank loans          |  |                          | 169    |  |                       |  | 40     |           |  |  | 102       |  |  |                  | 19     |  |  |  | 8      | 
|Unsecured bank loans        |  |                          | 11,713 |  |                       |  | 2,119  |           |  |  | 8,950     |  |  |                  | 634    |  |  |  | 10     | 
|Unsecured bond issues       |  |                          | 54,605 |  |                       |  | 2,927  |           |  |  | 11,092    |  |  |                  | 10,956 |  |  |  | 29,630 | 
|Secured other loans         |  |                          | 7      |  |                       |  | 1      |           |  |  | 6         |  |  |                  |       |  |  |  |       | 
|Unsecured other loans       |  |                          | 288    |  |                       |  | 180    |           |  |  | 31        |  |  |                  | 25     |  |  |  | 52     | 
|Finance lease liabilities   |  |                          | 199    |  |                       |  | 48     |           |  |  | 19        |  |  |                  | 14     |  |  |  | 118    | 
|Operating lease liabilities |  |                          | 1,943  |  |                       |  | 229    |           |  |  | 400       |  |  |                  | 321    |  |  |  | 993    | 
|Bank overdraft              |  |                          | 14     |  |                       |  | 14     |           |  |  |          |  |  |                  |       |  |  |  |       | 
|Purchase commitments        |  |                          | 13,480 |  |                       |  | 4,606  |           |  |  | 4,555     |  |  |                  | 2,440  |  |  |  | 1,879  | 
|Trade and other payables    |  |                          | 11,418 |  |                       |  | 10,341 |           |  |  | 852       |  |  |                  | 140    |  |  |  | 85     | 
|                            |  |                          |        |  |                       |  |        |           |  |  |           |  |  |                  |        |  |  |  |        | 
|Total(1)                    |  |                          | 93,836 |  |                       |  | 20,505 |           |  |  | 26,007    |  |  |                  | 14,549 |  |  |  | 32,775 | 
|                            |  |                          |        |  |                       |  |        |           |  |  |           |  |  |                  |        |  |  |  |        | 



Notes:



|(1) | Total amounts refer to non-derivative financial liabilities including interest payments.
|--- | ------------------------------------------------------------------------------------------



|(2) | The loan and bond issue contractual cash flow amounts presented above differ from the carrying amounts for these items in our financial statements in that they include
our best estimates of future interest payable (not yet accrued) in order to better reflect our future cash flow position.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Please refer to G. Liquidity and Capital ResourcesFunding SourcesBorrowings for further information regarding our short-term borrowings and long-term debt.

Please refer to note 29 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three
years ended 31 December 2010, and in particular to the discussions therein on Liquidity Risk, for more information regarding the maturity of our contractual obligations, including interest payments and derivative financial assets
and liabilities.

Please refer to note 30 to our audited consolidated financial statements as of 31 December 2010
and 2009, and for the three years ended 31 December 2010 for more information regarding our operating lease obligations.

Information regarding our pension commitments and funding arrangements is described in our Significant Accounting Policies and in note 25
to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010. The level of contributions to funded pension plans is determined according to the relevant legislation in
each jurisdiction in which we operate. In some countries there are statutory minimum funding requirements while in others we have developed our own policies, sometimes in agreement with the local trustee bodies. The size and timing of contributions
will usually depend upon the performance of investment markets. Depending on the country and plan in question, the funding level will be monitored periodically and the contribution amount amended appropriately. Consequently, it is not possible to
predict with any certainty the amounts that might become payable from 2011 onwards. In 2010, our employer contributions to defined benefit and defined contribution pension plans amounted to USD 402 million. Contributions to defined benefit pension
plans for 2011 are estimated to be approximately USD 310 million for our funded defined benefit plans, and USD 97 million in benefit payments to our unfunded defined benefit plans and post-retirement medical plans. Please refer to
note 25 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010 for further information on our employee benefit obligations.



102



---

##### Table of Contents

Collateral and Contractual Commitments

The following table reflects our collateral and contractual commitments for the acquisition of property, plant and equipment, loans to
customers and other commitments, as of 31 December 2010 and 2009:



|                                                                                        |  |                                 |     |  |      |  |     | 
|--------------------------------------------------------------------------------------- |  | ------------------------------- | --- |  | ---- |  | --- | 
|                                                                                        |  | Year ended 31 December(audited) |    
|                                                                                        |  | 2010                            |     |  | 2009 | 
|                                                                                        |  | (USD millions)                  |    
|Collateral given for own liabilities                                                    |  |                                 | 535 |  |      |  | 400 | 
|Collateral and financial guarantees received for own receivables and loans to customers |  |                                 | 45  |  |      |  | 115 | 
|Contractual commitments to purchase property, plant and equipment                       |  |                                 | 983 |  |      |  | 90  | 
|Contractual commitments to acquire loans to customers                                   |  |                                 | 71  |  |      |  | 173 | 
|Other commitments                                                                       |  |                                 | 746 |  |      |  | 533 | 

Contingencies

We are subject to various contingencies with respect to tax, labor, distributors and other claims. Due to their nature, such legal
proceedings and tax matters involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions. To the extent that we believe these contingencies will probably be realized, a
provision has been recorded in our balance sheet.

To the extent that we believe that the realization of a contingency is
possible (but not probable) and is above certain materiality thresholds, we have disclosed those items in note 32 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended
31 December 2010.

I. OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Please refer to H. Contractual Obligations and
ContingenciesCollateral and Contractual Commitments for a description of certain collateral and contractual commitments to which we are subject.

J. OUTLOOK AND TREND INFORMATION

The global
economy is still in recovery at a pace that varies by country. We see Latin America and Asia as regions with good economic growth prospects, whereas for some economies the outlook is still unclear. In our largest market of the United States, there
are early signs of a reduction in unemployment levels. If sustained, we believe this would improve consumer confidence, positively impacting the beer industry.

Meanwhile, we will aim to leverage our leadership positions in the key markets by increasing our sales and marketing investments by mid to high single digits in 2011, putting us in an even stronger
position to fully benefit from economic recovery, market by market.

Continuous investments behind our brands, coupled with
revenue management discipline and improved brand mix, should allow us to deliver revenue per hl growth ahead of inflation.

In
terms of the volume outlook for 2011, we expect the first quarter to be soft, still impacted primarily by high unemployment rates among our core consumers in the United States and heavy rains in Brazil, with momentum building from the second quarter
into the second half of 2011.



103



---

##### Table of Contents

We are expecting cost of sales per hl to increase by low single digits in 2011 on a constant
geographic basis. Global commodity cost increases should be mitigated through the companys hedging strategy, procurement savings and further efficiency gains in our operations.

In 2010, we realized synergies of USD 620 million related to the combination with Anheuser-Busch, bringing total synergies as of
December 31, 2010 to USD 1,980 million USD. In 2011, we are expecting to deliver at least the additional USD 270 million bringing total of synergies to our commitment of USD 2.25 billion. We see potential upside from sharing best
practices and fully exploring top line opportunities taking us beyond the USD 2.25 billion. However, we will not disclose these amounts separately in the future, as integration is essentially completed.

For the full year 2011, we expect the average coupon on net debt to be between 6.0 and 6.5% per annum.

We will continue to invest in building capacity to meet demand in key growth markets and to drive our commercial innovation pipeline.
Consequently, we expect 2011 net capital expenditures to be between USD 2.7 billion and USD 2.9 billion, as compared to USD 2.1 billion in 2010.



104



---

##### Table of Contents

|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------- | ------------------------------------------

A. DIRECTORS AND SENIOR MANAGEMENT

Administrative,
Management, Supervisory Bodies and Senior Management Structure

Our management structure is a one-tier
governance structure composed of our Board, a Chief Executive Officer responsible for our day-to-day management and an executive board of management chaired by our Chief Executive Officer. As of 1 January 2011, our Board is assisted by four
main committees: the Audit Committee, the Finance Committee, the Remuneration Committee and the Nomination Committee. See Item 6. Directors, Senior Management and EmployeesC. Board PracticesInformation about Our Committees.

Board of Directors

Role and Responsibilities, Composition, Structure and Organization

The role and responsibilities of our Board, its composition, structure and organization are described in detail in our corporate
governance charter (Corporate Governance Charter) which is available on our website: http://www.ab-inbev.com/go/corporate_ governance/corporate_governance_charter.cfm.

Our Board may be composed of a maximum of 14 members. There are currently 13 directors, all of whom are non-executives.

Pursuant to a shareholders agreement in which certain of our key shareholders agree to hold certain of their interests in us
through Stichting Anheuser-Busch InBev, a foundation organized under the laws of the Netherlands (the Stichting), the holder of the class A Stichting certificates and the holder of the class B Stichting certificates each
have the right to nominate four of our directors (see Item 7. Major Shareholders and Related Party TransactionsA. Major Shareholders). The Stichting board of directors (which consists of eight directors, four of whom are appointed
by the holder of the class A certificates, and four of whom are appointed by the holder of the class B certificates) nominates four to six directors to our Board who are independent of shareholders, based on recommendations of our
Nomination Committee.

As a consequence, our Board is currently composed of four members nominated by Eugénie Patri
Sébastien S.A. (which represents Interbrews founding Belgian families and holds the class A Stichting certificates), four members nominated by BRC S.à.R.L. (which represents the Brazilian families that were previously the
controlling shareholders of AmBev and holds the class B Stichting certificates), four independent directors and August A. Busch IV. The independent directors are recommended by our Nomination Committee, nominated by the Stichting board and are
subsequently elected by our shareholders meeting (at which the Stichting, together with its related parties, has the majority of the votes). Our Board was enlarged to 13 members through the addition of the former Anheuser-Busch President and
Chief Executive Officer, August A. Busch IV, on 29 September 2008. The term of August Busch IV will come to an end at the annual shareholders meeting of 26 April 2011.

Directors are appointed for a maximum term of four years. The upper age limit for the directors is 70, although exceptions can be made in
special circumstances.

Independent directors on our Board are required to meet the following requirements of independence
pursuant to our current Corporate Governance Charter. Such requirements are derived from but not fully identical to the requirements of Belgian company law (when legally required, we shall apply the criteria of independence provided by Belgian
company law). Based on the provisions of the new Belgian Corporate Governance Code of March 2009 and the Belgian Company Code, the requirements of independence contained in our Corporate Governance Charter are the following:



| |  |  | the director is not an executive or managing director of us or an associated company, and has not been in such a position for the previous five years;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



105



---

##### Table of Contents

| |  |  | the director has not served for more than three successive terms as a non-executive director on our board, nor for a total term of more than 12 years;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the director is not an employee of us or an associated company and has not been in such a position for the previous three years;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | the director does not receive significant additional remuneration or benefits from us or an associated company apart from a fee received as
non-executive director;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the director is not the representative of a controlling shareholder or a shareholder with a shareholding of more than 10%, or a director or executive
officer of such a shareholder;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the director does not have or has not had within the financial reported year, a significant business relationship with us or an associated company,
either directly or as a partner, shareholder, director or senior employee of a body that has such a relationship;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the director is not or has not been within the last three years, a partner or an employee of our external auditor or the external auditor of an
associated company; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the director is not a close family member of an executive or managing director or of persons in the situations described above.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------

When an independent director has served on the Board for three terms, any proposal to renew his mandate as
independent director must expressly indicate why the Board considers that his independence as a director is preserved.

Independent directors on our Board who serve on our Audit Committee are also required to meet the criteria for independence set forth in
Rule 10A-3 under the Exchange Act of 1934.

The appointment and renewal of all of our directors is based on a recommendation
of the Nomination Committee, and is subject to approval by our shareholders meeting.

Our Board is our ultimate
decision-making body, except for the powers reserved to our shareholders meeting by law, or as specified in the articles of association.

Our Board meets as frequently as our interests require. In addition, special meetings of our Board may be called and held at any time upon the call of either the chairman of our Board or at least two
directors. Board meetings are based on a detailed agenda specifying the topics for decision and those for information. Board decisions are made by a simple majority of the votes cast.

The composition of our Board is currently as follows:



|                                  |  |                      |  |                                                                           |  |                    |      |  |             |  |      | 
|--------------------------------- |  | -------------------- |  | ------------------------------------------------------------------------- |  | ------------------ | ---- |  | ----------- |  | ---- | 
|Name                              |  | Principal function   |  | Nature of directorship                                                    |  | Initiallyappointed |      |  | Termexpires | 
|August A. Busch IV                |  | Director             |  | Non-executive                                                             |  |                    | 2008 |  |             |  | 2011 | 
|Jean-Luc Dehaene                  |  | Independent director |  | Non-executive                                                             |  |                    | 2001 |  |             |  | 2011 | 
|Stéfan Descheemaeker              |  | Director             |  | Non-executive, nominated by the holders of class A Stichting certificates |  |                    | 2008 |  |             |  | 2011 | 
|Peter Harf                        |  | Independent director |  | Non-executive, Chairman of our Board                                      |  |                    | 2002 |  |             |  | 2011 | 
|Marcel Herrmann Telles            |  | Director             |  | Non-executive, nominated by the holders of class B Stichting certificates |  |                    | 2004 |  |             |  | 2014 | 
|Jorge Paulo Lemann                |  | Director             |  | Non-executive, nominated by the holders of class B Stichting certificates |  |                    | 2004 |  |             |  | 2014 | 
|Arnoud de Pret Roose de Calesberg |  | Director             |  | Non-executive, nominated by the holders of class A Stichting certificates |  |                    | 1990 |  |             |  | 2011 | 
|Grégoire de Spoelberch            |  | Director             |  | Non-executive, nominated by the holders of class A Stichting certificates |  |                    | 2007 |  |             |  | 2014 | 



106



---

##### Table of Contents

|                             |  |                      |  |                                                                           |  |                    |      |  |             |  |      | 
|---------------------------- |  | -------------------- |  | ------------------------------------------------------------------------- |  | ------------------ | ---- |  | ----------- |  | ---- | 
|Name                         |  | Principal function   |  | Nature of directorship                                                    |  | Initiallyappointed |      |  | Termexpires | 
|Kees J. Storm                |  | Independent director |  | Non-executive                                                             |  |                    | 2002 |  |             |  | 2011 | 
|Roberto Moses Thompson Motta |  | Director             |  | Non-executive, nominated by the holders of class B Stichting certificates |  |                    | 2004 |  |             |  | 2014 | 
|Alexandre Van Damme          |  | Director             |  | Non-executive, nominated by the holders of class A Stichting certificates |  |                    | 1992 |  |             |  | 2014 | 
|Carlos Alberto Sicupira      |  | Director             |  | Non-executive, nominated by the holders of class B Stichting certificates |  |                    | 2004 |  |             |  | 2014 | 
|Mark Winkelman               |  | Independent director |  | Non-executive                                                             |  |                    | 2004 |  |             |  | 2014 | 

At the next annual
shareholders meeting in April 2011, the shareholders will be asked to approve a Board proposal to re-elect Stéfan Descheemaeker, Peter Harf and Kees Storm.

At that meeting, shareholders will also be asked to elect Olivier Goudet as an independent director. Olivier Goudet is a French citizen and was born in 1964. He holds a Degree in Engineering from
lEcole Centrale de Paris and graduated from the ESSEC Business School in Paris with a major in Finance. He joined Mars, Inc in 1990, serving on the finance team of the French business. After six years, he left Mars to join the VALEO Group,
where he held several senior executive positions. In 1998, he returned to Mars, where he became Chief Financial Officer in 2004. In 2008, his role was broadened to the position of Executive Vice President and Chief Financial Officer. Mr. Goudet is a
Director of the Wm. Wrigley Jr. Company, Mars gum and confections subsidiary, where Berkshire Hathaway is a minority investor. He is also an active board member of the Washington Performing Arts Society, having served as Chairman of its
finance committee.

Shareholders will also be asked to elect Paul Cornet de Ways Ruart as a director. Mr. Cornet was
nominated by Eugénie Patri Sébastien S.A., the holder of the class A Stichting certificates, to be its representative. Born in 1968, he is a Belgian citizen and holds a Degree in Commercial Engineering from the Catholic University of
Leuven and an MBA from the University of Chicago. He is currently Chief of Staff and Senior Financial Director responsible for Corporate Development and Audience at Yahoo! EMEA. Prior to joining Yahoo!, Mr. Cornet was Director of Strategy for
Orange (the UK mobile operator) and spent seven years with McKinsey&Company in London and Palo Alto, California. He is also a member of the Boards of Directors of Eugenie Patri Sebastien S.A., Rayvax, Sparflex and several venture capital backed
technology companies.

The business address for all of our directors is: Brouwerijplein 1, 3000 Leuven, Belgium.

Mr. Busch IV, a U.S. citizen, was born in 1964 and holds an MBA from St. Louis University, a Brewmasters Degree
from the International Brewing Institute in Berlin and graduated magna cum laude with a Bachelors Degree in Finance from St. Louis University. In addition to being Chief Executive Officer, Mr. Busch held a variety of positions in
Anheuser-Busch management, brewing, operations and marketing. He was also a member of the Board of Directors of Fedex and holds an Honorary Doctorate of Business Administration from Webster University.

Mr. Dehaene is an independent Board member. Born in 1940, he received a Doctor of Law from the University of Namur and the
Catholic University of Leuven. An eminent Belgian politician and member of the European Parliament he has held several parliamentary and governmental positions at federal and European level. He is currently Chairman of the Board of Directors of the
College of Europe; Director of various Belgian listed companies (Dexia Umicore, Trombogenics, Lotus Bakeries); Vice-Chairman of the European Convention and Vice-Chairman of the Board of Directors of the Fondation Roi Baudouin.

Mr. Descheemaeker is a representative of the main shareholders (nominated by Eugénie Patri Sébastien S.A., the
holder of the class A Stichting certificates). Born in 1960, he is a Belgian citizen and holds a Masters Degree in Commercial Engineering from Solvay Business School. He began his professional career with the Belgian Ministry of Finance and then
moved to Cobepa, the Benelux investment company of BNP-Paribas. He later joined the holding company Defi as Chief Executive Officer of its financial subsidiary Definance, of which he led the initial public offering process. In 1996, he joined
Interbrew as head of Strategy & External Growth, managing its



107



---

##### Table of Contents

M&A activities, culminating with the combination of Interbrew and AmBev. In 2004, he transitioned to operational management, in charge of Interbrews operations in the U.S. and Mexico,
and then as InBevs Zone President Central and Eastern Europe, and, eventually, Western Europe. In 2008, Mr. Descheemaeker ended his operational responsibilities at Anheuser-Busch InBev and joined the companys Board as a
non-executive Director. He was appointed Chief Financial Officer of Delhaize Group in January 2009 and is also a member of the Universite Libre de Bruxelles (ULB) Foundation.

Mr. Harfis an independent Board member (Chairman). Born in 1946, he is a German citizen and received his MBA from Harvard Business School. He also holds both a diploma and a Doctorate in
Economics from the University of Cologne. Since 1988, Mr. Harf has been Chief Executive Officer of Joh. A. Benckiser SE, Vienna, Austria, a privately held financial holding company, as well as Chairman of Coty Inc., a worldwide fragrance and
cosmetics company; Chairman of Labelux, a luxury goods company; Deputy Chairman of the Board of Reckitt Benckiser Group plc, which is a leading household and personal care products company; and Director of Burger King Worldwide Holdings. In
addition, he is co-founder and Vice Chairman of the Supervisory Board of the non-profit DKMS German Bone Marrow Donor Center in Tübingen, Germany, the largest institution of its kind in the world. Previously, Mr. Harf was Senior Vice
President of Corporate Planning at AEG - Telefunken, Frankfurt, Germany. He began his career at the Boston Consulting Group.

Mr. Herrmann Telles is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B
Stichting certificates). Born in 1950, he is a Brazilian citizen and holds a Degree in Economics from Universidade Federal do Rio de Janeiro and attended the Owners/Presidents Management Program at Harvard Business School. He was Chief Executive
Officer of Brahma and AmBev and has been a member of the Board of Directors of AmBev since 2000. He is also a member of the Board of Directors of Burger King Worldwide Holdings; a member of the Advisory Board of Itau/Unibanco; a member of the
Harvard Business Schools Board of Deans Advisors; co-founder and Board member of Fundação Estudar, a non-profit organization that provides scholarships for Brazilians; and a founder and Chairman of Ismart, a non-profit
organization that provides scholarship to low-income students.

Mr. Lemann is a representative of the main
shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting certificates). Born in Brazil in 1939, he received a Bachelors Degree from Harvard University in 1961. Mr. Lemann founded and was senior partner of Banco de
Investimentos Garantia S.A. in Brazil from 1971 through June 1998, when it was sold to Credit Suisse First Boston. Until early 2005, he was a Director of The Gillette Company in Boston, Swiss Re in Zurich and of Lojas Americanas in São Paulo.
He was also Chairman of the Latin American Advisory Committee of the NYSE. He is a co-founder and Board member of Fundação Estudar, a non-profit organization that provides scholarships for Brazilians and Endeavour, an international
non-profit organization that supports entrepreneurs in emerging markets. He has also supported educational institutions including Harvard and the University of Illinois with leadership and endowment gifts over the years.

Mr. de Pret Roose de Calesberg is a representative of the main shareholders (nominated by Eugénie Patri
Sébastien S.A., the holder of the class A Stichting certificates). Born in 1944, he is a Belgian citizen and graduated as a Commercial Engineer from the Catholic University of Leuven. During his professional career, Mr. De Pret held
various senior positions in Finance, Treasury and Corporate Finance at Morgan Guaranty Trust Company of New York, Cockerill Sambre steel company (Belgium), UCB pharmaceutical company (Belgium), Société Générale de
Belgique and Umicore (Belgium). Currently, he is a member of several boards and committees, including: Delhaize Group (board and audit committee), Umicore (board and audit committee), Sibelco (board and audit committee), LIntegrale (board and
finance committee), Euronext (supervisory board and audit committee), Lesaffre & Cie (board and finance committee) and Sébastien Holding (Chairman of the board). He is also an administrator of the InBev Baillet-Latour Fund, a
foundation that encourages social, cultural, artistic, technical, sporting, educational and philanthropic achievements.

Mr. de Spoelberch is a representative of the main shareholders (nominated by Eugénie Patri Sébastien S.A., the
holder of the class A Stichting certificates). Born in 1966, he is a Belgian citizen and holds an MBA from INSEAD. Mr. de Spoelberch is an active private equity shareholder and his recent activities include shared Chief Executive Officer
responsibilities for Lunch Garden, the leading Belgian self-service restaurant chain. He is a



108



---

##### Table of Contents

member of the board of several family-owned companies, such as Eugénie Patri Sébastien S.A., Verlinvest and Cobehold (Cobepa). He is also an administrator of the InBev
Baillet-Latour Fund, a foundation that encourages social, cultural, artistic, technical, sporting, educational and philanthrophic achievements.

Mr. Storm is an independent Board member. Born in 1942, he is a Dutch citizen and received an MA in Business Economics from the University of Rotterdam in 1969. His first role after graduating
was as an assistant accountant at Moret & Limperg. After six successful years there, he was appointed to the Executive Board of Kon Scholten-Honig in 1976. He was then Chairman of the Executive Board of AEGON, the life insurance group,
where he subsequently took responsibility for regions including the USA, the Netherlands and Europe. He is currently Chairman of the Supervisory Board of KLM, the airline carrier of the Netherlands, Chairman of the Supervisory Board of PON Holdings,
a member of the Supervisory Board of AEGON and a member of the Board of Directors of Baxter International (including member of the audit committee) and Unilever (Chairman of the audit committee). His interest in improving healthcare has also led him
to active involvement with the Amsterdam Cancer Center and the Health Insurance Fund.

Mr. Thompson Motta is a
representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting certificates). Born in 1957, he is a Brazilian citizen and holds a Degree in Mechanical Engineering from Pontificia Universidade
Católica do Rio de Janeiro and an MBA from the Wharton School of the University of Pennsylvania. From 1993 to 2004, he was a managing partner of GP Investimentos., the largest private equity group in Brazil, and a Board member until 2010.
Mr. Thompson Motta is also a Board member of AmBev, Lojas Americanas; and São Carlos Empreendimentos e Participações S.A.

Mr. Van Damme is a representative of the main shareholders (nominated by Eugénie Patri Sébastien S.A., the holder of the class A Stichting certificates). Born in 1962, he is a
Belgian citizen and graduated from Solvay Business School, Brussels. Mr. Van Damme joined the beer industry early in his career and held various operational positions within Interbrew until 1991, including Head of Corporate Planning and
Strategy. He has managed several private venture holding companies and is currently a director of Patri S.A. (Luxembourg). He is also a Board member of UCB, the Belgian pharmaceutical company; an administrator of the InBev Baillet-Latour Fund, a
foundation that encourages social, cultural, artistic, technical, sporting, educational and philanthrophic achievements.

Mr. Sicupira is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B
Stichting certificates). Born in 1948, he is a Brazilian citizen and received a Bachelor of Business Administration from Universidade Federal do Rio de Janeiro and attended the Owners/Presidents Management Program at Harvard Business School. He has
been Chairman of Lojas Americanas since 1981, where he also served as Chief Executive Officer until 1992. He is a member of the Board of Directors of Burger King Worldwide Holdings; the Harvard Business Schools Board of Deans Advisors;
and a co-founder and Board member of Fundação Estudar, a non-profit organization that provides scholarships for Brazilians.

Mr. Winkelman is an independent Board member. Born in 1946, he is a citizen of the Netherlands andholds a Degree in Economics from the Erasmus University in Rotterdam, and an MBA from the
Wharton School at the University of Pennsylvania, where he is a trustee. He served as a Management Committee member of Goldman Sachs & Co. from 1988 to 1994, where he is now a Senior Director. Before joining Goldman Sachs &
Co. in 1978, he served at the World Bank for four years as a senior investment officer.

General Information on the
Directors

In relation to each of the members of our Board, other than as set out below, we are not aware of (i) any
convictions in relation to fraudulent offences in the last five years, (ii) any bankruptcies, receiverships or liquidations of any entities in which such members held any office, directorships, or partner or senior management positions in the
last five years, or (iii) any official public incrimination and/or sanctions of such members by statutory or regulatory authorities (including designated professional bodies), or disqualification by a court from acting as a member of the
administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years. For details of certain formal



109



---

##### Table of Contents

regulatory inquiries by the CVM, the Brazilian Securities Commission, against Messrs. Lemann, Telles and Sicupira and the settlements relating thereto, see Item 8. Financial
InformationA. Consolidated Financial Statements and Other Financial InformationLegal and Arbitration ProceedingsAmBev and its SubsidiariesCVM.

No member of our Board has a family relationship with any other member of our Board or any member of our executive board of management.

Over the five years preceding the date of this Form 20-F, the members of our Board hold or have held the following main directorships
(apart from directorships they have held with us and our subsidiaries) or memberships of administrative, management or supervisory bodies and/or partnerships:



|                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                                                                                       
|--------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                              |  | Current                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Past                                                                                                                                                                                                                                                                                  
|August A. Busch IV                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Fedex Corp., Grupo Modelo                                                                                                                                                                                                                                                             
|                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Jean-Luc Dehaene                  |  | Umicore, Lotus Bakeries, Thrombogenics, Koning Boudewijn Stichting/Fondation Roi Baudouin and Dexia Bank SA/NV                                                                                                                                                                                                                                                                                                                     |  | Telindus and Domo                                                                                                                                                                                                                                                                     
|                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Stéfan Descheemaeker              |  | Eugénie Patri Sébastien S.A., the Stichting and Delhaize Group                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                                      
|                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Peter Harf                        |  | Reckitt Benckiser, Coty, Labelux, DKMS Deutsche Knochenmarkspenderdatei and DKMS Americas                                                                                                                                                                                                                                                                                                                                          |  | Brunswick                                                                                                                                                                                                                                                                             
|                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Marcel Herrmann Telles            |  | 3G Capital, Inc., Burger King Worldwide Holdings Inc, Instituto de Desenvolvimento GerencialINDG, Fundação Estudar, Instituto Social Maria Telles, the
Stichting and Harvard Business Schools Board of Deans Advisors                                                                                                                                                                                                           |  | Lojas Americanas S.A., São Carlos Empreendimentos e Participações S.A., Editora Abril S.A. GP Investimentos and Instituto VerisIBMEC
São Paulo                                                                                                                                       
|                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Jorge Paulo Lemann                |  | Harvard Business Schools Board of Deans Advisors, 3G Capital, Inc., Fundação Estudar, Fundação Lemann, the Stichting and Instituto
VerisIBMEC São Paulo                                                                                                                                                                                                                                                                         |  | Lojas Americanas S.A., São Carlos Empreendimentos e Participações S.A., GP Investimentos, The Gillette Company, Swiss Re, DaimlerChrysler
(International Advisory Board), NYSE (Latin American Advisory Board)                                                                        
|                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Arnoud de Pret Roose de Calesberg |  | Delhaize Group, Umicore, UCB, Sibelco, LIntégrale Caisse Commune dAssurances, Lesaffre & Cie, the Stichting, Eugénie Patri Sébastien S.A.,
Rayvax Société dInvestissement NV/SA, Sébastien Holding S.A., Multifin S.A., IMCC S.A., Immobilière dHaltinne S.A., Solières Conseil S.A., Amélie-Fin S.A.,
Adrien Invest S.C.R.L., Coqueray S.A., Euronext B.V., Comprendre et Parler ASBL and Fondation InBev Baillet-Latour ASBL |  |                                                                                                                                                                                                                                                                                      
|                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Grégoire de Spoelberch            |  | Agemar S.A., Wernelin S.A., Fiprolux S.A., Eugénie Patri Sébastien S.A., the Stichting, G.D.S. Consult, Cobehold, Compagnie Benelux Participations,
Vervodev, Wesparc, Groupe Josi(1), Financière
Stockel(1), Immobilière du Canal(1),
Verlinvest(1),Midi Developpement(1), Solferino Holding S.A.(1), Navarin S.A.(1)and Fonds InBev Baillet Latour ASBL                                                                          |  | Lunch Garden Services(1),Lunch
Garden(1), Lunch Garden Management(1), Lunch Garden Finance(1), Lunch Garden Concepts(1), HEC Partners(1), Q.C.C.(1), A.V.G. Catering Equipment(1), Immo Drijvers-Stevens(1), Elpo-Cuisinex Wholesale(1), Atanor(1), Amantelia(1)and Demeter Finance(1)
|                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Kees J. Storm                     |  | Unilever N.V., Unilever Plc, Baxter International Inc., Pon Holdings B.V., AEGON N.V. and Koninklijke Luchtvaart Maatschappij N.V.                                                                                                                                                                                                                                                                                                 |  | Royal Wessanen N.V. and Laurus N.V.                                                                                                                                                                                                                                                   
|                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Roberto Moses Thompson Motta      |  | São Carlos Empreendimentos e Participações S.A., Lojas Americanas S.A.,                                                                                                                                                                                                                                                                                                                                                            |  | GP Investimentos Limited, Mcom Wireless Ltda. and LPDS Participações S.A.                                                                                                                                                                                                             



110



---

##### Table of Contents

|                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                                       
|----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------
|Name                    |  | Current                                                                                                                                                                                                                                                                                                                                                                                                                      |  | Past                                                  
|                        |  | B2W Companhia Global do Varejo, 3G Capital, Inc., the Stichting and AmBev SA                                                                                                                                                                                                                                                                                                                                                 |  |                                                       
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|Alexandre Van Damme     |  | Royal Sporting Club Anderlecht, UCB, the Stichting and Eugénie Patri Sébastien S.A.                                                                                                                                                                                                                                                                                                                                          |  |                                                       
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|Carlos Alberto Sicupira |  | B2W Companhia Global do Varejo, São Carlos Empreendimentos e Participações S.A., Burger King Worldwide Holdings, Inc, Lojas Americanas S.A., 3G
Capital, Inc., Instituto de Desenvolvimento GerencialINDG, Movimento Brasil CompetitivoMBC, Fundação Estudar, Fundação Brava, the Stichting, Instituto VerisIBMEC São Paulo, Instituto
Empreender Endeavor Brasil, and Harvard Business Schools Board of Deans Advisors |  | ALL América Latina Logística S.A. and GP Investimentos
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|Mark Winkelman          |  | Goldman, Sachs & Co. and University of Pennsylvania                                                                                                                                                                                                                                                                                                                                                                          |  | Select Reinsurance, Ltd. and J.C. Flowers & Co.       



Note:



|(1) | As permanent representative.
|--- | ----------------------------

Chief
Executive Officer and Senior Management

Role and Responsibilities, Composition, Structure and Organization

Our Chief Executive Officer is responsible for our day-to-day management. He has direct responsibility for our
operations and oversees the organization and efficient day-to-day management of our subsidiaries, affiliates and joint ventures. Our Chief Executive Officer is responsible for the execution and management of the outcome of all of our Board
decisions.

He is appointed and removed by our Board and reports directly to it.

Our Chief Executive Officer leads an executive board of management which comprises the Chief Executive Officer, six global functional
heads and six geographic business zone presidents.

The other members of executive board of management work with our Chief
Executive Officer to enable our Chief Executive Officer to properly perform his duties of daily management.

Although
exceptions can be made in special circumstances, the upper age limit for the members of our executive board of management is 65, unless their employment contract provides otherwise.

Our executive board of management currently consists of the following members:



|                   |  |                                                         
|------------------ |  | --------------------------------------------------------
|Name               |  | Function                                                
|Carlos Brito       |  | Chief Executive Officer                                 
|                   | 
|Felipe Dutra       |  | Chief Financial Officer                                 
|                   | 
|Claudio Braz Ferro |  | Chief Supply Officer                                    
|                   | 
|Chris Burggraeve   |  | Chief Marketing Officer                                 
|                   | 
|Sabine Chalmers    |  | Chief Legal and Corporate Affairs Officer               
|                   | 
|Claudio Garcia     |  | Chief People and Technology Officer                     
|                   | 
|Tony Milikin       |  | Chief Procurement Officer                               
|                   | 
|Jo Van Biesbroeck  |  | Zone President Western Europe and Chief Strategy Officer
|                   | 
|Miguel Patricio    |  | Zone President Asia Pacific                             



111



---

##### Table of Contents

|                     |  |                                        
|-------------------- |  | ---------------------------------------
|Name                 |  | Function                               
|Francisco Sá         |  | Zone President Central & Eastern Europe
|                     | 
|Bernardo Pinto Paiva |  | Zone President Latin America South     
|                     | 
|João Castro Neves    |  | Zone President Latin America North     
|                     | 
|Luiz Fernando Edmond |  | Zone President North America           

The business
address for all of these executives is: Brouwerijplein 1, 3000 Leuven, Belgium.

Carlos Britois our Chief Executive
Officer. Born in 1960, he is a Brazilian citizen and received a Degree in Mechanical Engineering from the Universidade Federal do Rio de Janeiro and an MBA from Stanford University. He held positions at Shell Oil and Daimler Benz prior to joining
AmBev in 1989. At AmBev he had roles in Finance, Operations, and Sales, before being appointed Chief Executive Officer in January 2004. He was appointed Zone President North America at InBev in January 2005 and Chief Executive Officer in December
2005. He is also a member of the Board of Directors of AmBev and Grupo Modelo.

Felipe Dutra is our Chief Financial
Officer. Born in 1965, Mr. Dutra is a Brazilian citizen and holds a Major in Economics from Candido Mendes and an MBA in Controlling from Universidade de São Paulo. He joined AmBev in 1990 from Aracruz Celulose, a major Brazilian
manufacturer of pulp and paper. At AmBev he held various positions in Treasury and Finance before being appointed General Manager of AmBevs subsidiary, Fratelli Vita. Mr. Dutra was appointed AmBevs Chief Financial Officer in 1999
and he became our Chief Financial Officer in January 2005. He is also a member of the Board of Directors of AmBev and Grupo Modelo.

Claudio Braz Ferro is our Chief Supply Officer. Born in 1955, Mr. Braz Ferro is a Brazilian citizen and holds a Degree in Industrial Chemistry from the Universidade Federal de Santa Maria and
has studied Brewing Science at the Catholic University of Leuven,. Mr. Braz Ferro joined AmBev in 1977, where he held several key positions, including plant manager of the Skol brewery and industrial director of Brahma operations in Brazil.
Mr. Braz Ferro also played a key role in structuring the supply organization when Brahma and Antarctica combined to form AmBev in 2000. He was appointed our Chief Supply Officer in January 2007.

Chris Burggraeve is our Chief Marketing Officer. Born in 1964, Mr. Burggraeve is a Belgian citizen and holds a Degree in
Applied Economics (International Business) from the Catholic University of Leuven, as well as a Masters in European Economics from the Centre Européen Universitaire in Nancy, France, and a TRIUM Global MBA (offered jointly by London School of
Economics, NYU Stern and HEC Paris). He joined us in November 2007 after over 12 years with The Coca-Cola Company, where he held a number of senior Marketing and General Management roles in various geographies across Europe and Eurasia, including
most recently as Group Marketing Director for their European Union Group. Previously he worked for Procter & Gamble Benelux in Brand Management and Innovation and began his career in consulting and technology start-up companies.
Mr. Burggraeve is also President of the World Federation of Advertisers as well as a member of the Board of the New York based Belgian-American Chamber of Commerce.

Sabine Chalmers is our Chief Legal and Corporate Affairs Officer and Secretary to the Board of Directors. Born in 1965, Mrs. Chalmers is of German and Indian origin and holds an LL.B. from the
London School of Economics. She is qualified as a solicitor in England and is a member of the New York State Bar. Mrs. Chalmers joined us in January 2005 after over 12 years with Diageo plc where she held a number of senior legal positions
in various geographies across Europe, the Americas and Asia including as General Counsel of Latin American and then North American businesses. Prior to Diageo, she was an associate at the law firm of Lovells in London, specializing in mergers and
acquisitions. Mrs. Chalmers is a member of the Board of Directors of Grupo Modelo and the Association of Corporate Counsel.

Claudio Garcia is our Chief People and Technology Officer. Born in 1968, he is a Brazilian citizen and holds a Degree in Economics from the Universidade Estadual do Rio de Janeiro. Mr. Garcia
joined AmBev as a management trainee in 1991 and thereafter held various positions in Finance and Operations before being appointed Information Technology and Shared Services Director in 2002. Mr. Garcia was appointed InBevs Chief
Information and Services Officer in January 2005 and its Chief People and Technology Officer in September 2006. In this role



112



---

##### Table of Contents

he oversees the companys People organization globally, including the Global Management Trainee Program, Global MBA recruitment, Executive education and training and engagement initiatives.

Tony Milikin is our Chief Procurement Officer. Born in 1961, he is a U.S. citizen and holds an undergraduate Finance
Degree from the University of Florida and an MBA in Marketing from Texas Christian University in Fort Worth, Texas. Mr. Milikin joined us in May 2009 from MeadWestvaco, where he was Vice President, Supply Chain and Chief Purchasing Officer,
based in Richmond, Virginia, since 2004. Prior to joining MeadWestvaco, he held various purchasing and supply chain positions including Vice-President Purchasing and Supply Management for Sealy, Inc.; Senior Director, Purchasing, Transportation and
Distribution for Monsanto; and Manager, Direct Material Sourcing for Alcon Laboratories. He serves on several professional councils, including The Conference Boards Purchasing and Supply Leadership Council and Manufacturers
Alliance/MAPIs Purchasing Council. He is also a member of the Board of Directors of the Institute for Supply Management (ISM).

Jo Van Biesbroeck is our Zone President Western Europe and Chief Strategy Officer. Born in 1956, Mr. Van Biesbroeck is a Belgian citizen and received a Degree in Economics from the Catholic
University of Leuven. He joined Interbrew and held several positions in Controlling and Finance prior to becoming Senior Vice President Corporate Strategy in 2003. In January 2005, he was appointed Chief Strategy and Business Development
Officer of Inbev; and in May 2006, he took up the position of Chief Strategy and Sales Officer. He was appointed to his current role in January 2010.

Miguel Patriciois our Zone President Asia Pacific. Born in 1966, he is a Portuguese citizen and holds a Degree in Business Administration from Fundacao Getulio Vargas in São Paulo. Prior to
joining AmBev in 1998, Mr. Patricio held several senior positions across the Americas at Philip Morris, the Coca-Cola Company and Johnson & Johnson. At AmBev, he was Vice President Marketing, before being appointed Vice President
Marketing of InBevs North American Zone based in Toronto in January 2005. In January 2006 he was promoted to Zone President North America and in January 2008 he moved to Shanghai to take on the role of Zone President Asia Pacific.

Francisco Sá is our Zone President Central & Eastern Europe. Born in 1965, he is a Brazilian citizen and holds a
Degree in Civil Engineering from Universidade Federal da Bahia and an MBA from University of California, Berkeley. He was President of Refrigerantes da Bahia S/A (Coca Bottling Company) for 7 years prior to joining AmBev in 1998. During his career
at AmBev, he held several roles including Direct Distribution Manager, Regional Sales Director and VP Soft Drinks for the Latin America North Zone. Mr. Sá was appointed Zone President Central & Eastern Europe in January 2008.

Bernardo Pinto Paiva our Zone President Latin America South. Born in 1968, he is a Brazilian citizen and holds a
Degree in Engineering from Universidade Federal do Rio de Janeiro and an MBA from Pontifícia Universidade Católica do Rio de Janeiro. Mr. Pinto Paiva joined AmBev in 1991 as a management trainee and during his career at the
company has held leadership positions in Sales, Supply, Distribution and Finance. He was appointed Zone President North America in January 2008 and Zone President Latin America South in January 2009.

João Castro Nevesis our Zone President Latin America North and AmBevs Chief Executive Officer. Born in 1967,
Mr. Castro Neves is a Brazilian citizen and holds a Degree in Engineering from Pontifícia Universidade Católica do Rio de Janeiro and an MBA from the University of Illinois. He joined AmBev in 1996 and has held positions in
various departments such as Mergers and Acquisitions, Treasury, Investor Relations, Business Development, Technology and Shared Services. He was AmBevs Chief Financial Officer and Investor Relations Officer before being appointed Zone
President Latin America South in January 2007. He took on his current role in January 2009.

Luiz Fernando Edmond
is our Zone President North America. Born in 1966, he is a Brazilian citizen and holds a Degree in Production Engineering from the Universidade Federal do Rio de Janeiro. After starting his professional career with Banco Nacional in Brazil,
Mr. Edmond joined Brahma, which later became AmBev, in 1990 as part of its Management Trainee Program. At AmBev, he held various positions in the Commercial, Operations and Distribution areas. He was appointed Zone President Latin America and
AmBevs Chief Executive



113



---

##### Table of Contents

Officer in January 2005; and Zone President North America in November 2008. He is also a member of the Board of Directors of AmBev.

General Information on the Members of the Executive Board of Management

In relation to each of the members of the executive board of management, other than as set out below, we are not aware of (i) any
convictions in relation to fraudulent offences in the last five years, (ii) any bankruptcies, receiverships or liquidations of any entities in which such members held any office, directorships, or partner or senior management positions in the
last five years, or (iii) any official public incrimination and/or sanctions of such members by statutory or regulatory authorities (including designated professional bodies), or disqualification by a court from acting as a member of the
administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years.

In May 2008, Mr. Dutra received a warning from the Administrative Appeal Council for the National Financial System of Brazil. A warning, which is the lightest sanction available under
applicable Brazilian law, represents the conclusion by the Administrative Appeal Council that, in its view, a breach has occurred. No fine, or any other consequence, attaches to a warning, other than being deemed a repetitive offender in the event
of another breach in the future (and, as such, being then potentially exposed to heavier sanctions than would normally be associated with such other breach). The warning relates to the reporting in the 2000 financial year financial statements of
Polar (Industrias de Bebidas Antarctica Polar S.A., a Brazilian company that became a subsidiary of AmBev in 1999) of (i) the net balance (immaterial to AmBev and to Polar) of certain inter-company loans of Polar, and
(ii) restatements and other adjustments required by the new statutory auditors of Polar after it became a subsidiary of AmBev to conform with AmBevs accounting practices that increased the amount of certain reserves of Polar.
Mr. Dutra, who had been appointed as an officer of Polar a few months before the relevant financial statement reporting has expressed his intention to challenge the warning in a court of law. For details of certain formal regulatory inquiries
by the CVM, the Brazilian Securities Commission, against Mr. Dutra and the settlements relating thereto, see Item 8. Financial InformationA. Consolidated Financial Statements and Other Financial InformationLegal and
Arbitration ProceedingsAmBev and its SubsidiariesCVM.

No member of our executive board of management has
any conflicts of interests between any duties he/she owes to us and any private interests and/or other duties.

No member of
our executive board of management has a family relationship with any director or member of executive management.

Over the
five years preceding the date of this Form 20-F, the members of the executive board of management have held the following main directorships (apart from directorships they have held with us and our subsidiaries) or memberships of administrative,
management or supervisory bodies and/or partnerships:



114



---

##### Table of Contents

|                     |  |                                                                      |  |                                                                                    
|-------------------- |  | -------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------
|Name                 |  | Current                                                              |  | Past                                                                               
|Carlos Brito         |  | Director of Fundaçao Antonio e Helena Zerrenner, Grupo Modelo        |  |                                                                                   
|Felipe Dutra         |  | Director of Grupo Modelo                                             |  |                                                                                   
|Claudio Braz Ferro   |  |                                                                     |  |                                                                                   
|Chris Burggraeve     |  | President of World Federation of Advertisers                         |  | Operating partner in The Dellacorte Group LLC                                      
|Sabine Chalmers      |  | Director of the Association of Corporate Counsel (ACC), Grupo Modelo |  |                                                                                   
|Claudio Garcia       |  |                                                                     |  |                                                                                   
|Tony Milikin         |  |                                                                     |  | Director of the Institute of Supply Management and Director of Supply Chain Council
|Jo Van Biesbroeck    |  | Director of Inno.com NV                                              |  |                                                                                   
|Miguel Patricio      |  |                                                                     |  |                                                                                   
|Francisco Sá         |  |                                                                     |  |                                                                                   
|Bernardo Pinto Paiva |  |                                                                     |  |                                                                                   
|João Castro Neves    |  |                                                                     |  |                                                                                   
|Luiz Fernando Edmond |  |                                                                     |  |                                                                                   

B.
COMPENSATION

Introduction

Our compensation system has been designed and approved to help motivate high performance. The goal is to deliver market-leading compensation, driven by both company and individual performance, and
alignment with shareholders interests by encouraging ownership of our shares. Our focus is on annual and long-term variable pay, rather than on base salary or fees.

Share-Based Payment Plans

We currently have three primary share-based
payment plans, namely our long-term incentive warrant plan (LTI Warrant Plan), established in 1999, our share-based compensation plan (Share-Based Compensation Plan), established in 2006 (and amended as from
2010) and our long-term incentive stock option plan (LTI Stock Option Plan), established in 2009.

In
addition, from time to time, we make exceptional grants to our employees and employees of our subsidiaries or grants of shares or options under plans established by us or by certain of our subsidiaries.

LTI Warrant Plan

Since 1999, we have regularly issued warrants (droits de souscription/warrants, or rights to subscribe for newly issued shares) under our LTI Warrant Plan for the benefit of our directors
and, until 2006, for the benefit of members of our executive board of management and other senior employees. Since 2007, members of our executive board of management and other employees are no longer eligible to receive warrants under the LTI
Warrant Plan, but instead receive a portion of their compensation in the form of shares and options granted under our Share-Based Compensation Plan and LTI Stock- Option Plan. See Share-Based Compensation Plan and LTI
Stock- Option Plan below. Only our directors continue to be eligible to receive a portion of their compensation in the form of LTI warrants. Such grants are made annually at our shareholders meeting on a discretionary basis upon
recommendation of our Remuneration Committee. See C. Board PracticesInformation about Our CommitteesThe Remuneration Committee.

Each LTI warrant gives its holder the right to subscribe for one newly issued share. Shares subscribed for upon the exercise of LTI warrants are ordinary registered Anheuser-Busch InBev SA/NV shares.
Holders of such shares have the same rights as any other registered shareholder. The exercise price of LTI warrants is equal to the



115



---

##### Table of Contents

average price of our shares on the regulated market of Euronext Brussels during the 30 days preceding their issue date. LTI warrants granted in the years prior to 2007 (except for 2003) have
a duration of ten years. From 2007 onwards (and in 2003) LTI warrants have a duration of five years. LTI warrants are subject to a vesting period ranging from one to three years. Except as a result of the death of the holder, LTI warrants may
not be transferred. Forfeiture of a warrant occurs in certain circumstances when the holder leaves our employment.

The table
below provides an overview of all of the warrants outstanding under our LTI Warrant Plan as at 31 December 2010:



|        |  |  |  |                        |  |                        |  |                             |        |     |  |  |  |                              |  |  |                |  |  |                                              |       |  |                              |  |  |                |  |  |       |  |  |  |       | 
|------- |  |  |  | ---------------------- |  | ---------------------- |  | --------------------------- | ------ | --- |  |  |  | ---------------------------- |  |  | -------------- |  |  | -------------------------------------------- | ----- |  | ---------------------------- |  |  | -------------- |  |  | ----- |  |  |  | ----- | 
|LTIPlan |  |  |  | Issue date of warrants |  | Expiry date ofwarrants |  | Number
ofwarrantsgranted(1) |        |     |  |  |  | Number ofwarrantsoutstanding |  |  | Exercise price |  |  |                                              |       |  | Number ofwarrantsoutstanding |  |  | Exercise price | 
|        |  |  |  |                        |  |                        |  |                             |        |     |  |  |  | Unadjusted(2)                |  |  |                |  |  | As adjusted as a result ofrights offering(3) |      
|        |  |  |  |                        |  |                        |  | (in millions)               |        |     |  |  |  | (in millions)                |  |  | (in EUR)       |  |  |                                              |       |  | (in millions)                |  |  | (in EUR)       | 
|1       |  |  |  | 29 June 1999           |  | 28 June 2009           |  |                             | 1.301  |     |  |  |  |                              |  |  | 0              |  |  |                                              | 14.23 |  |                              |  |  |                |  |  | 0     |  |  |  | 8.90  | 
|2       |  |  |  | 26 October 1999        |  | 25 October 2009        |  |                             | 0.046  |     |  |  |  |                              |  |  | 0              |  |  |                                              | 13.76 |  |                              |  |  |                |  |  |      |  |  |  |      | 
|3       |  |  |  | 25 April 2000          |  | 24 April 2010          |  |                             | 2.425  |     |  |  |  |                              |  |  | 0              |  |  |                                              | 11.64 |  |                              |  |  |                |  |  | 0     |  |  |  | 7.28  | 
|4       |  |  |  | 31 October 2000        |  | 30 October 2010        |  |                             | 0.397  |     |  |  |  |                              |  |  | 0              |  |  |                                              | 25.02 |  |                              |  |  |                |  |  | 0     |  |  |  | 15.64 | 
|5       |  |  |  | 13 March 2001          |  | 12 March 2011          |  |                             | 1.186  |     |  |  |  |                              |  |  | 0              |  |  |                                              | 30.23 |  |                              |  |  |                |  |  | 0     |  |  |  | 18.90 | 
|6       |  |  |  | 23 April 2001          |  | 22 April 2011          |  |                             | 0.343  |     |  |  |  |                              |  |  | 0              |  |  |                                              | 29.74 |  |                              |  |  |                |  |  | 0     |  |  |  | 18.59 | 
|7       |  |  |  | 4 September 2001       |  | 3 September 2011       |  |                             | 0.053  |     |  |  |  |                              |  |  | 0              |  |  |                                              | 28.69 |  |                              |  |  |                |  |  | 0     |  |  |  | 17.94 | 
|8       |  |  |  | 11 December 2001       |  | 10 December 2011       |  |                             | 1.919  |     |  |  |  |                              |  |  | 0.032          |  |  |                                              | 28.87 |  |                              |  |  |                |  |  | 0.277 |  |  |  | 18.05 | 
|9       |  |  |  | 13 June 2002           |  | 12 June 2012           |  |                             | 0.245  |     |  |  |  |                              |  |  | 0.040          |  |  |                                              | 32.70 |  |                              |  |  |                |  |  | 0.028 |  |  |  | 20.44 | 
|10      |  |  |  | 10 December 2002       |  | 9 December 2012        |  |                             | 3.464  |     |  |  |  |                              |  |  | 0.052          |  |  |                                              | 21.83 |  |                              |  |  |                |  |  | 0.182 |  |  |  | 13.65 | 
|11      |  |  |  | 29 April 2003          |  | 28 April 2008          |  |                             | 0.066  |     |  |  |  |                              |  |  | 0              |  |  |                                              | 19.51 |  |                              |  |  |                |  |  |      |  |  |  |      | 
|12      |  |  |  | 27 April 2004          |  | 26 April 2014          |  |                             | 3.881  |     |  |  |  |                              |  |  | 0.121          |  |  |                                              | 23.02 |  |                              |  |  |                |  |  | 0.431 |  |  |  | 14.39 | 
|13      |  |  |  | 26 April 2005          |  | 25 April 2015          |  |                             | 2.544  |     |  |  |  |                              |  |  | 0.140          |  |  |                                              | 27.08 |  |                              |  |  |                |  |  | 0.440 |  |  |  | 16.93 | 
|14      |  |  |  | 25 April 2006          |  | 24 April 2016          |  |                             | 0.688  |     |  |  |  |                              |  |  | 0.124          |  |  |                                              | 38.70 |  |                              |  |  |                |  |  | 0.166 |  |  |  | 24.20 | 
|15      |  |  |  | 24 April 2007          |  | 23 April 2012          |  |                             | 0.120  |     |  |  |  |                              |  |  | 0.120          |  |  |                                              | 55.41 |  |                              |  |  |                |  |  |      |  |  |  |      | 
|16      |  |  |  | 29 April 2008          |  | 28 April 2013          |  |                             | 0.120  |     |  |  |  |                              |  |  | 0.120          |  |  |                                              | 58.31 |  |                              |  |  |                |  |  |      |  |  |  |      | 
|17      |  |  |  | 28 April 2009          |  | 27 April 2014          |  |                             | 1.199  | (4) |  |  |  |                              |  |  | 1.199          |  |  |                                              | 21.72 |  |                              |  |  |                |  |  |      |  |  |  |      | 
|18      |  |  |  | 27 April 2010          |  | 26 April 2015          |  |                             | 0.215  |     |  |  |  |                              |  |  | 0.215          |  |  |                                              | 37.51 |  |                              |  |  |                |  |  |      |  |  |  |      | 
|        |  |  |  |                        |  |                        |  |                             |        |     |  |  |  |                              |  |  |                |  |  |                                              |       |  |                              |  |  |                |  |  |       |  |  |  |       | 
|        |  |  |  | Total                  |  |                        |  |                             | 20.212 |     |  |  |  |                              |  |  | 2.164          |  |  |                                              |       |  |                              |  |  |                |  |  | 1.524 |  |  |  |       | 



Notes:



|(1) | The number of warrants granted reflects the number of warrants originally granted under the LTI Warrant Plan, plus the number of additional warrants granted to holders
of those warrants as a result of adjustment resulting from our rights offering in December 2008, as described in more detail below. The number of warrants remaining outstanding from such grants, and their respective exercise prices, are shown
separately in the table based on whether or not the relevant warrants were adjusted in connection with our rights offering in December 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Entries in the unadjusted columns reflect the number of warrants outstanding, and the exercise price of such warrants, in each case that were not adjusted
as a result of our rights offering in December 2008, as described in more detail below.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Entries in the adjusted columns reflect the adjusted number of warrants outstanding, and the adjusted exercise price of such warrants as a result of our
rights offering in December 2008, as described in more detail below.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | 984,203 of the 1,199,203 warrants granted on 28 April 2009 were granted to persons whose outstanding warrants were not adjusted as a result of our rights offering
in December 2008 to compensate such persons for the effects of this non-adjustment as described in more detail below.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of 31 December 2010, the total number of warrants granted under the LTI Warrant Plan, including the additional warrants granted to compensate for the effects of the December 2008 rights offering,
is 20.212 million. As of 31 December 2010, of the 3.688 million outstanding warrants, 2.154 million were vested.

The LTI terms and conditions provide that, in the event that a corporate change decided by us and having an impact on our capital has an
unfavorable effect on the exercise price of the LTI warrants, their exercise price and/or the number of our shares to which they give rights will be adjusted to protect the interests of their holders.



116



---

##### Table of Contents

Our rights offering in December 2008 constituted such a corporate change and triggered an adjustment. Pursuant to the LTI terms and conditions, we determined that the most appropriate manner to
account for the impact of the rights offering on the unexercised warrants was to apply the ratio method as set out in the NYSE Euronext Liffes Harmonised Corporate Action Policy, pursuant to which both the number of
warrants and their exercise price were adjusted on the basis of a (P-E)/P ratio where E represented the theoretical value of the December 2008 rights and P represented the closing price of our shares on Euronext Brussels
on the day immediately preceding the beginning of the relevant rights subscription period. The unexercised warrants were adjusted on 17 December 2008, the day after the closing of the rights offering. Based on the above ratio
method, we used an adjustment ratio of 0.6252. The adjusted exercise price of the warrants equals the original exercise price multiplied by the adjustment ratio. The adjusted number of warrants equals the original number of warrants divided by
the adjustment ratio. In total, 1,615,453 new warrants were granted pursuant to the adjustment.

The adjustment was not
applied to warrants owned by persons that were directors at the time the warrants were granted. In order to compensate such persons, an additional 984,203 warrants were granted under the LTI grant on 28 April 2009, as authorized by our 2009
shareholders meeting. 471,702 warrants out of these 984,203 warrants were granted to our current directors. The table above reflects the adjusted exercise price and adjusted number of warrants.

For additional information on the LTI warrants held by members of our Board of Directors and members of our executive board of
management, see Compensation of Directors and Executives.

Share-Based Compensation Plan

Since 2006, members of our executive board of management and certain other senior employees are granted variable
compensation under our Share-Based Compensation Plan. As of 5 March 2010, the general structure of the compensation under the plan has been modified.

Share-Based Compensation Plan through 2009

Pursuant to the
Share-Based Compensation Plan through 2009, half of each eligible employees variable compensation was settled in our shares. These shares must be held for three years (that is, the shares are fully owned by the employee from the date of grant
but are subject to a lock-up of three years, and failure to comply with the lock-up results in forfeiture of any matching options granted under the plan as described below). These shares are valued at their market price at the time of grant.

Through 2009, pursuant to the Share-Based Compensation Plan, eligible employees could elect to receive the other half of
their variable compensation in cash or invest all or half of it in our shares. These shares must be held for five years. If an eligible employee voluntarily agreed to defer receiving part of their variable compensation by electing to invest in such
shares, they would receive matching options (that is,rights to acquire existing shares) that will become vested after five years, provided that certain pre-defined financial targets are met or exceeded. These targets will be met if our
return on invested capital less our weighted average cost of capital over a period of three to five years exceeds certain pre-agreed thresholds. The number of matching options received was determined based on the proportion of the remaining 50% of
the eligible employees variable compensation that he invested in such shares. For instance, if an eligible employee invested all of the remaining 50% of his variable compensation in our shares, he received a number of options equal to 4.6
times the number of shares he purchased, based on the gross amount of the variable compensation invested. If the eligible employee instead chooses to receive 25% of his total variable compensation in cash and invests the remaining 25% in our shares,
he would receive a number of options equal to 2.3 times the number of shares he purchased, based on the gross amount of the variable compensation invested.

The shares granted and purchased under the Share-Based Compensation Plan through 2009 were ordinary registered Anheuser-Busch InBev SA/NV shares. Holders of such shares have the same rights as any other
registered shareholder, subject, however, to a three-year or five-year lock-up period, as described above.

In addition, the
shares granted and purchased under the Share-Based Compensation Plan through 2009 are:



117



---

##### Table of Contents

| |  |  | entitled to dividends paid as from the date of granting; and
| | - |  | ------------------------------------------------------------



| |  |  | granted and purchased at the market price at the time of granting. Nevertheless, our Board of Directors could, at its sole discretion, grant a discount
on the market price.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The matching options granted under the Share-Based Compensation Plan have the following
features:



| |  |  | the exercise price is set equal to the market price of our shares at the time of granting;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | options have a maximum life of 10 years and an exercise period that starts after five years, subject to financial performance conditions to be met
at the end of the second, third or fourth year following the granting;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | upon exercise, each option entitles the option holder to subscribe to one share; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | specific restrictions or forfeiture provisions apply in case the grantee leaves our employment.
| | - |  | -----------------------------------------------------------------------------------------------

The table below gives an overview of the matching options that were granted under the Share-Based Compensation Plan that were outstanding
as at 31 December 2010:



|                    |  |                        |      |  |                                    |  |       |                                     |  |  |               |  |  |                        |       |  |  |  |                | 
|------------------- |  | ---------------------- | ---- |  | ---------------------------------- |  | ----- | ----------------------------------- |  |  | ------------- |  |  | ---------------------- | ----- |  |  |  | -------------- | 
|Issue Date          |  | Number ofsharesgranted |      |  | Number ofmatchingoptionsgranted(3) |  |       | Number ofmatchingoptionsoutstanding |  |  | Exerciseprice |  |  | Expiry date of options |      
|                    |  | (in millions)          |      |  | (in millions)                      |  |       | (in millions)                       |  |  | (in EUR)      |  |  |                        |      
|27 April 2006       |  |                        | 0.28 |  |                                    |  | 0.98  |                                     |  |  | 0.690         |  |  |                        | 24.78 |  |  |  | 26 April 2016  | 
|2 April 2007(1)     |  |                        | 0.44 |  |                                    |  | 1.42  |                                     |  |  | 1.067         |  |  |                        | 33.59 |  |  |  | 1 April 2017   | 
|3 March 2008        |  |                        | 0.42 |  |                                    |  | 1.66  |                                     |  |  | 1.274         |  |  |                        | 34.34 |  |  |  | 2 March 2018   | 
|6 March 2009        |  |                        | 0.16 |  |                                    |  | 0.40  |                                     |  |  | 0.307         |  |  |                        | 20.49 |  |  |  | 5 March 2019   | 
|14 August 2009      |  |                        | 1.10 |  |                                    |  | 3.76  |                                     |  |  | 3.499         |  |  |                        | 27.06 |  |  |  | 13 August 2019 | 
|1 December 2009(2)  |  |                        |     |  |                                    |  | 0.23  |                                     |  |  | 0.233         |  |  |                        | 33.24 |  |  |  | 26 April 2016  | 
|1 December 2009(2)  |  |                        |     |  |                                    |  | 0.38  |                                     |  |  | 0.386         |  |  |                        | 33.24 |  |  |  | 1 April 2017   | 
|1 December 2009(2)  |  |                        |     |  |                                    |  | 0.45  |                                     |  |  | 0.455         |  |  |                        | 33.24 |  |  |  | 2 March 2018   | 
|1 December 2009(2)  |  |                        |     |  |                                    |  | 0.02  |                                     |  |  | 0.024         |  |  |                        | 33.24 |  |  |  | 5 March 2019   | 
|5 March 2010(4)     |  |                        | 0.28 |  |                                    |  | 0.70  |                                     |  |  | 0.694         |  |  |                        | 36.52 |  |  |  | 4 March 2020   | 
|30 November 2010(2) |  |                        |     |  |                                    |  | 0.03  |                                     |  |  | 0.026         |  |  |                        | 42.41 |  |  |  | 26 April 2016  | 
|30 November 2010(2) |  |                        |     |  |                                    |  | 0.02  |                                     |  |  | 0.018         |  |  |                        | 42.41 |  |  |  | 1 April 2017   | 
|30 November 2010(2) |  |                        |     |  |                                    |  | 0.02  |                                     |  |  | 0.020         |  |  |                        | 42.41 |  |  |  | 2 March 2018   | 
|30 November 2010(2) |  |                        |     |  |                                    |  | 0.03  |                                     |  |  | 0.035         |  |  |                        | 42.41 |  |  |  | 13 August 2019 | 
|30 November 2010(2) |  |                        |     |  |                                    |  | 0.03  |                                     |  |  | 0.031         |  |  |                        | 42.41 |  |  |  | 4 March 2020   | 
|                    |  |                        |      |  |                                    |  |       |                                     |  |  |               |  |  |                        |       |  |  |  |                | 
|Total               |  |                        | 2.68 |  |                                    |  | 10.13 |                                     |  |  | 8.759         |  |  |                        |       |  |  |  |                | 
|                    |  |                        |      |  |                                    |  |       |                                     |  |  |               |  |  |                        |       |  |  |  |                | 



Notes:



|(1) | Certain matching options granted in April 2007 have an exercise price of EUR 33.79.
|--- | -----------------------------------------------------------------------------------



|(2) | Further to the establishment of our New York functional support office, we have established a dividend waiver program which aims at
encouraging the international mobility of executives while complying with all legal and tax obligations. According to this program, where applicable, the dividend protection feature of the outstanding matching options owned by executives who moved
to the United States, has been cancelled. In order to compensate for the economic loss which results from this cancellation, a number of new matching options has been granted to these executives with a value equal to this economic loss. The new
options have a strike price equal to the share price on the day preceding the grant date of the options. All other terms and conditions, in particular with respect to vesting, exercise limitations and forfeiture rules of the
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



118



---

##### Table of Contents

| | new options are identical to the outstanding matching options for which the dividend protection feature was cancelled. The table above includes the new options.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | The Share-Based Compensation Plan terms and conditions provide that, in the event that a corporate change decided by us and having an impact on our capital has an
unfavorable effect on the exercise price of the matching options, the exercise price and/or number of our shares to which the options relate will be adjusted to protect the interests of the option holders. Our December 2008 rights offering
constituted such a corporate change and triggered an adjustment. Pursuant to the Share-Based Compensation Plan terms and conditions, the unexercised matching options were adjusted in the same manner as the unexercised LTI warrants (see
LTI Warrant Plan above), and 1.37 million new matching options were granted in 2008 in connection with this adjustment. The table above reflects the adjusted exercise price and number of options.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | During 2010, based on the Share-Based Compensation Plan as described above, we issued 0.7 million matching options which relate to the bonus for the second half of
2009.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of 31 December 2010, of the 8.759 million outstanding matching options, none were vested.

Share-Based Compensation Plan from 2010

As from 5 March 2010, we have modified the structure of the Share-Based Compensation Plan for certain executives, including members
of our executive board of management and other senior management in our general headquarters. These executives receive their variable compensation in cash but have the choice to invest some or all of the value of their variable compensation in our
shares to be held for a five-year period, referred to as voluntary shares. We will match such voluntary investment by granting three matching shares for each voluntary share invested, up to a limited total percentage of each executives
variable compensation. The matching is based on the gross amount of the variable compensation invested. The percentage of the variable compensation that is entitled to get matching shares varies depending on the position of the executive. Members of
our executive board of management currently may take up to a maximum of 60% of their variable compensation with matching shares. The current maximum for executives below the executive board of management is 40% or less. From 1 January 2011, the
new plan structure applies to all other senior management.

Voluntary shares are:



| |  |  | our existing ordinary shares;
| | - |  | -----------------------------



| |  |  | entitled to dividends paid as from the date of granting;
| | - |  | --------------------------------------------------------



| |  |  | subject to a lock-up period of five years; and
| | - |  | ----------------------------------------------



| |  |  | granted at market price or at market price minus a discount at the discretion of our Board of Directors. The discount is currently set at 10%;
voluntary shares corresponding to the discount are granted in the form of restricted stock units which are subject to specific restrictions or forfeiture provisions in case of termination of service.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Matching shares are granted in the form of restricted stock units which will be vested after five years. In case of termination of
service before the vesting date, special forfeiture rules will apply.

During 2010, we issued 0.8 million of matching
restricted stock units pursuant to the new Share-Based Compensation Plan as described above, in relation to the second half of 2009 bonus. These matching options are valued at the share price at the day of grant, representing a fair value of
approximately USD 36.5 million.

LTI Stock Option Plan

As from 1 July 2009, senior employees are eligible for an annual long-term incentive to be paid out in LTI stock options (or, in
future, similar share-based instrument), depending on managements assessment of the employees performance and future potential.

LTI stock options have the following features:



119



---

##### Table of Contents

| |  |  | Upon exercise, each LTI stock option entitles the option holder to one share. As of 2010, we have also issued LTI stock options entitling the holder to
one American Depositary Share;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An exercise price that is set equal to the market price of our share or our American Depositary Share at the time of granting;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | A maximum lifetime of 10 years and an exercise period that starts after five years; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | The LTI stock options cliff vest after five years. Unvested options are subject to specific forfeiture provisions in case of termination of service
before the end of the five-year vesting period.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The table below gives an overview of the LTI stock options
on our shares that have been granted under the LTI Stock Option Plan outstanding as of 31 December 2010:



|                 |  |                                   |      |  |                                       |  |      |               |  |  |                        |  |  |  |                  | 
|---------------- |  | --------------------------------- | ---- |  | ------------------------------------- |  | ---- | ------------- |  |  | ---------------------- |  |  |  | ---------------- | 
|Issue Date       |  | Number of LTIstock optionsgranted |      |  | Number ofLTI stock optionsoutstanding |  |      | Exerciseprice |  |  | Expiry date of options | 
|                 |  | (in millions)                     |      |  | (in millions)                         |  |      | (in EUR)      |  |  |                        | 
|18 December 2009 |  |                                   | 1.58 |  |                                       |  | 1.58 |               |  |  | 35.90                  |  |  |  | 17 December 2019 | 
|30 November 2010 |  |                                   | 2.84 |  |                                       |  | 2.84 |               |  |  | 42.41                  |  |  |  | 29 November 2020 | 

The table below gives
an overview of the LTI stock options on our American Depositary Shares that have been granted under the LTI Stock Option Plan outstanding as of 31 December 2010:



|                 |  |                                   |      |  |                                       |  |      |               |  |  |                        |  |  |  |                  | 
|---------------- |  | --------------------------------- | ---- |  | ------------------------------------- |  | ---- | ------------- |  |  | ---------------------- |  |  |  | ---------------- | 
|Issue Date       |  | Number of LTIstock optionsgranted |      |  | Number ofLTI stock optionsoutstanding |  |      | Exerciseprice |  |  | Expiry date of options | 
|                 |  | (in millions)                     |      |  | (in millions)                         |  |      | (in USD)      |  |  |                        | 
|30 November 2010 |  |                                   | 1.22 |  |                                       |  | 1.22 |               |  |  | 56.02                  |  |  |  | 29 November 2020 | 

Long Term
Restricted Stock Unit Programs

As of 2010, we have in place three Restricted Stock Unit Programs.

Restricted Stock Units Program: This program allows for the offer of restricted stock units to certain employees in certain specific
circumstances. Grants are made at the discretion of our Chief Executive Officer. For example, grants may be made to compensate for assignments of expatriates in countries with difficult living conditions. The characteristics of the restricted stock
units are identical to the characteristics of the Matching Shares that are granted as part of the Share Based Compensation Plan. See Share-Based Compensation PlanShare Based Compensation Plan from 2010. The restricted stock
units vest after five years and in the case of termination of service before the vesting date, specific forfeiture rules apply. In 2010, 0.12 million restricted stock units were granted under the program to our senior management.

Exceptional Incentive Restricted Stock Units Program: This program allows for the exceptional offer of restricted stock units to certain
employees at the discretion of our Remuneration Committee as a long-term retention incentive for key employees of the company. Employees eligible to receive a grant under the program will receive two series of restricted stock units. The first half
of the restricted stock units vests after five years. The second half of the restricted stock units vests after 10 years. In case of termination of service before the vesting date, specific forfeiture rules apply. In 2010, 0.31 million
restricted stock units were granted under the program to our senior management.

People Bet Share Purchase Program: This
program allows certain employees to purchase our shares at a discount. This program is a long-term retention incentive for high-potential employees who are at a mid-manager level. A voluntary investment in our shares by the participating employee is
matched with a grant of three matching



120



---

##### Table of Contents

shares for each share invested. The discount and matching shares are granted in the form of restricted stock units which vest after five years. In case of termination before the vesting date,
special forfeiture rules apply.

AmBev Exchange of Share-Ownership Program

The combination with AmBev provided us with a unique opportunity to share best practices within our group and from time to time involves
the transfer of certain members of AmBevs senior management to us. As a result, the Board approved a Program that allows for the exchange by these managers of their AmBev shares for our shares. Under the Program, AmBev shares can be exchanged
for our shares based on the average share price of both the AmBev and our shares on the date the exchange is requested. A discount of 16.66% is granted in exchange for a five-year lock-up period for the shares and provided that the manager remains
in service during this period.

Under the Program, no members of our executive board of management exchanged AmBev shares in
2010.

In total, members of our senior management exchanged 0.1 million AmBev shares for a total of 0.3 million of
our shares in 2010 (2.1 million in 2009 and 0.9 million in 2008). The fair value of these transactions amounted to approximately USD 2 million in 2010 (USD 11 million for 2009 and USD 11 million for 2008).

Programs for encouraging global mobility of executives moving to the US

Further to the establishment of our New York functional management office, our Board of Directors recommended to our shareholders for
approval two programs which are aimed at encouraging the international mobility of executives while complying with all legal and tax obligations. The programs were approved at the annual shareholders meeting of 27 April 2010.

The Exchange program: Under this program, the vesting and transferability restrictions of the Series A Options
granted under the November 2008 Exceptional Grant1and of
the Options granted under the April 2009 Exceptional
Grant2are released for executives who move to the United
States. These executives are then offered the possibility to exchange their options against a number of our shares that remain locked up until 31 December 2018. In total, in 2010, members of our senior management have exchanged approximately
0.18 million Series A Options granted under the November 2008 Exceptional Grant for approximately 0.14 million shares and approximately 0.1 million Options granted under the April 2009 Exceptional Grant for approximately
0.04 million shares. The exchange was based on the average of the highest and lowest share price on the day of the exchange.

The Dividend waiver program: The dividend protection feature of the outstanding options, where applicable, owned by executives who move to the United States will be cancelled. In order to compensate for
the economic loss which results from this cancellation, a number of new options is granted to these executives with a value equal to this economic loss. The new options have a strike price equal to the share price on the day preceding





|1 | The Series A Options have a duration of 10 years from granting and vest on 1 January 2014. The Series B Options have a duration of
15 years from granting and vest on 1 January 2019. The exercise of the stock options is subject, among other things, to the company meeting a performance test. This performance test will be met if the net debt/EBITDA, as defined (adjusted
for exceptional items) ratio falls below 2.5 before 31 December 2013. Specific forfeiture rules apply in the case of termination of employment. The exercise price of the options is EUR 10.32 or EUR 10.50, which corresponds to the fair
market value of the shares at the time of the option grant, as adjusted for the rights offering that took place in December 2008.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2 | The options have a duration of 10 years from granting and vest on 1 January 2014. The exercise of the stock options is subject, among other
things, to the company meeting a performance test. This performance test will be met if the net debt/EBITDA, as defined (adjusted for exceptional items) ratio falls below 2.5 before 31 December 2013. Specific forfeiture rules apply in the
case of termination of employment. The exercise price of the options is EUR 21.94 or EUR 23.28, which corresponds to the fair market value of the shares at the time of the option grant.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



121



---

##### Table of Contents

the grant date of the options. All other terms and conditions, in particular with respect to vesting, exercise limitations and forfeiture rules of the new options are identical to the outstanding
options for which the dividend protection feature is cancelled. As a consequence, the grant of these new options does not result in the grant of any additional economic benefit to the executives concerned.

In 2010, approximately 0.25 million new options were granted under the program to our senior management. The options were granted on
30 November 2010 and have a strike price of 42.41 euro, i.e., the closing share price on 29 November 2010. All other terms and conditions of the options are identical to the outstanding options for which the dividend protection was
cancelled.

Fair Value of Our Warrants and Options

The fair value of the warrants and options under all of the plans and other grants detailed above is estimated at the relevant grant date, using a binomial Hull model, modified to reflect the IFRS 2
Share-based Payment requirement that assumptions about forfeiture before the end of the vesting period cannot impact the fair value of the option.

We expense the fair value of the warrants and options over the vesting period. When granted, the LTI warrants granted in 2010 in respect of 2009 had a fair value of approximately USD 2.3 million and
the Share-Based Compensation Plan matching options granted in 2010 in relation to the bonus for the second half of 2009 had a fair value of approximately USD 13.2 million.

The weighted average fair value of all of the warrants and options under all of the plans and other grants detailed above and the assumptions used in applying the option pricing model for the grants made
in 2010, 2009 and 2008 were as follows:



|                                                            |  |                              |       |   |      |  |       |         |  |  |       |  
|----------------------------------------------------------- |  | ---------------------------- | ----- | - | ---- |  | ----- | ------- |  |  | ----- | -
|                                                            |  | Year ended 31 December       |      
|                                                            |  | 2010                         |       |   | 2009 |  |       | 2008(3) | 
|                                                            |  | (Amounts in U.S. dollars)(1) |      
|Weighted average fair value of warrants and options granted |  |                              | 14.59 |   |      |  | 13.99 |         |  |  | 38.17 |  
|Share price(2)                                              |  |                              | 51.71 |   |      |  | 29.03 |         |  |  | 90.58 |  
|Average exercise price                                      |  |                              | 51.61 |   |      |  | 21.62 |         |  |  | 86.62 |  
|Expected volatility                                         |  |                              | 26.00 | % |      |  | 32.00 | %       |  |  | 24.00 | %
|Expected dividends                                          |  |                              | 2.35  | % |      |  | 0.85  | %       |  |  | 0.16  | %
|Risk-free interest rate                                     |  |                              | 3.29  | % |      |  | 3.49  | %       |  |  | 4.47  | %



Notes:



|(1) | Amounts converted into USD at the closing rate of the period.
|--- | -------------------------------------------------------------



|(2) | The 2010 share price based on the weighted average price of our shares on Euronext Brussels in the acceptance period for the various warrant and option grants. In 2010
the periods ran from 5 March 2010 to 3 June 2010. In 2009 share price was based on the average price of our shares on Euronext Brussels in the period between 6 March 2009 and 28 July 2009. The 2008 share price was based on the
average price of our shares on Euronext Brussels in the period between 3 March 2008 and 30 April 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Not adjusted for the NYSE Euronext ratio method as applied after the rights issue of 17 December 2008 (adjustment factor 0.6252).
|--- | -----------------------------------------------------------------------------------------------------------------------------------

Since the acceptance period of the warrants and options is two months, the fair value was determined as the
average of the fair values calculated on a weekly basis during the two-month offer period.

Expected volatility is based on
historical volatility calculated using 1,506 days of historical data. In the determination of the expected volatility, we excluded the volatility measured during the period 15 July 2008 until 30 April 2009, in view of the extreme
market conditions experienced during that period. The binomial Hull model assumes that all employees would immediately exercise their warrants and options if our share price is 2.5 times above the exercise price. As a result, no single expected
option life applies.



122



---

##### Table of Contents

The aggregate total number of our options and warrants outstanding under all the plans and
other grants described above has developed as follows:



|                                                                                                        |  |                        |      |   |      |  |      |         |  |  |      |  
|------------------------------------------------------------------------------------------------------- |  | ---------------------- | ---- | - | ---- |  | ---- | ------- |  |  | ---- | -
|                                                                                                        |  | Year ended 31 December |     
|Million Options and Warrants                                                                            |  | 2010                   |      |   | 2009 |  |      | 2008(2) | 
|Options and warrants outstanding at start of period                                                     |  |                        | 50.8 |   |      |  | 8.8  |         |  |  | 6.3  |  
|Options and warrants issued during the period(1)                                                        |  |                        | 9.8  |   |      |  | 50.3 |         |  |  | 1.1  |  
|Options and warrants exercised during the period                                                        |  |                        | (1.8 | ) |      |  | (6.6 | )       |  |  | (1.2 | )
|Options and warrants forfeited during the period                                                        |  |                        | (2.7 | ) |      |  | (1.7 | )       |  |  | (0.4 | )
|Additional options and warrants granted during the period as a result of the December 2008 rights issue |  |                        |     |   |      |  |     |         |  |  | 3.0  |  
|                                                                                                        |  |                        |      |   |      |  |      |         |  |  |      |  
|Options and warrants outstanding at end of period                                                       |  |                        | 56.1 |   |      |  | 50.8 |         |  |  | 8.8  |  
|                                                                                                        |  |                        |      |   |      |  |      |         |  |  |      |  



Notes:



|(1) | Comprises 0.2 million warrants granted to directors under the LTI plan (see LTI Warrant Plan), 0.7 million matching options granted to
members of the executive board of management and senior employees under the Share-Based Compensation Plan (see Share-Based Compensation Plan), 0.3 million options granted under the dividend waiver program (see
Share-Based Compensation Plan and Programs for encouraging global mobility of executives moving to the US), 8.6 million LTI stock options granted to members of the executive board of management and senior
employees under the LTI Stock Option Plan (see LTI Stock Option Plan).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Not adjusted for the NYSE Euronext ratio method as applied after the rights issue of 17 December 2008 (adjustment factor 0.6252).
|--- | -----------------------------------------------------------------------------------------------------------------------------------

The weighted average exercise price of our outstanding options and warrants is as follows:



|                                                    |  |                              |       |  |      |  |       |      |  |  |       |    
|--------------------------------------------------- |  | ---------------------------- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | ---
|                                                    |  | Year ended 31 December       |      
|                                                    |  | 2010                         |       |  | 2009 |  |       | 2008 | 
|                                                    |  | (Amounts in U.S. dollars)(1) |      
|Warrants and options outstanding at start of period |  |                              | 27.37 |  |      |  | 34.42 |      |  |  | 46.50 |    
|Granted during the period                           |  |                              | 51.86 |  |      |  | 24.78 |      |  |  | 76.92 | (2)
|Granted during the period (adjustment factor)       |  |                              |      |  |      |  |      |      |  |  | 32.87 |    
|Forfeited during the period                         |  |                              | 27.76 |  |      |  | 27.48 |      |  |  | 56.63 |    
|Exercised during the period                         |  |                              | 25.81 |  |      |  | 18.94 |      |  |  | 32.76 |    
|Outstanding at the end of the period                |  |                              | 29.88 |  |      |  | 27.37 |      |  |  | 34.42 |    
|Exercisable at the end of the period                |  |                              | 30.71 |  |      |  | 31.16 |      |  |  | 23.66 |    



Note:



|(1) | Amounts converted into USD at the closing rate of the period.
|--- | -------------------------------------------------------------



|(2) | Pre-December 2008 rights issue.
|--- | -------------------------------

AmBev
Share-Based Compensation Plan

Under an equivalent five-year cliff vesting plan (that is, options become fully
exercisable after five years and do not vest progressively over time), AmBev issued 3.2 million options during 2010 for which the fair value amounted to approximately USD 38 million, 1.6 million options during 2009 for which the
fair value amounted to approximately USD 114 million and 0.8 million options during the second quarter of 2008 for which the fair value amounted to approximately USD 35 million. Under the Share-Based Compensation Plan as modified as
of 2010, AmBev issued 0.2 million restricted stock units with an estimated fair value of USD 4 million.

As from 2010,
senior employees are eligible for an annual long-term incentive to be paid out in AmBev LTI stock options (or, in future, similar share-based instruments), depending on managements assessment of the senior employees performance and
future potential. In 2010, AmBev issued 3.4 million LTI stock options with an estimated fair value of USD 37 million.



123



---

##### Table of Contents

The weighted fair value of the options and assumptions used in applying a binomial option
pricing model for the grants made by AmBev in 2010, 2009 and 2008 are as follows:



|                              |  |                              |       |   |         |  |       |         |  |  |       |  
|----------------------------- |  | ---------------------------- | ----- | - | ------- |  | ----- | ------- |  |  | ----- | -
|                              |  | Year ended 31 December       |      
|                              |  | 2010                         |       |   | 2009(2) |  |       | 2008(2) | 
|                              |  | (Amounts in U.S. dollars)(1) |      
|Fair value of options granted |  |                              | 11.24 |   |         |  | 10.40 |         |  |  | 8.90  |  
|Share price                   |  |                              | 24.09 |   |         |  | 15.39 |         |  |  | 14.30 |  
|Exercise price                |  |                              | 24.57 |   |         |  | 14.94 |         |  |  | 14.30 |  
|Expected volatility           |  |                              | 28.00 | % |         |  | 45.00 | %       |  |  | 33.00 | %
|Expected dividends            |  |                              | 2.57  | % |         |  | 0.00  | %       |  |  | 0.00  | %
|Risk-free interest rate       |  |                              | 12.24 | % |         |  | 12.64 | %       |  |  | 12.50 | %



Note:



|(1) | Amounts converted into USD at the closing rate of the period.
|--- | -------------------------------------------------------------



|(2) | Following the decision of the General Meeting of Shareholders on 17 December 2010, each common and preferred share issued by AmBev was split into five shares,
without any modification to the amount of the capital stock of AmBev. As a consequence of the split of the AmBev shares by a factor of five, the exercise price and the number of options were adjusted with the intention of preserving the rights of
the existing option holders. The 2009 and 2008 amounts have been adjusted for the share split.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Compensation of Directors and Executives

Unless otherwise specified, all compensation amounts in this section are gross of tax.

Board
of Directors

Our directors receive fixed compensation in the form of annual fees and supplemental fees for physical
attendance at Board committee meetings or supplemental Board meetings, and variable compensation in the form of LTI warrants. Our Remuneration Committee recommends the level of remuneration for directors, including the Chairman of the Board. These
recommendations are subject to approval by our Board and, subsequently, by our shareholders at the annual general meeting. The Remuneration Committee benchmarks directors compensation against peer companies to ensure that it is competitive. In
addition, the Board sets and revises, from time to time, the rules and level of compensation for directors carrying out a special mandate or sitting on one or more of the Board committees and the rules for reimbursement of directors
business-related out-of-pocket expenses. See C. Board PracticesInformation about Our CommitteesThe Remuneration Committee.

Board compensation in 2010

In 2010, the base annual fee for our directors
was EUR 67,000 (USD 92,900) based on attendance at 10 Board meetings. The base supplement for each additional physical Board meeting or for each Committee meeting attended was EUR 1,500 (USD 2,080). Since 1999, we have also regularly
issued warrants under the LTI warrant plan for the benefit of our Board members. See Share-Based Payment PlansLTI Warrant Plan for a description of the LTI warrant plan. In 2010, the base grant amounted to 15,000 LTI
warrants.

The fees and warrants received by the Chairman of our Board in 2010 were double the respective base amounts. The
Chairman of the Audit Committee was granted fees and warrants in 2010 which were 30% higher than the respective base amounts. All other directors received the base amount of fees and warrants. We do not provide pensions, medical benefits, benefits
upon termination or end of service or other benefit programs to directors.

The table below provides an overview of the
fixed and variable compensation that our directors received in 2010.



124



---

##### Table of Contents

|                                  |  |                                 |   |  |                             |  |         |                           |  |  |             |  |  |                                         |           |  |  |  |         | 
|--------------------------------- |  | ------------------------------- | - |  | --------------------------- |  | ------- | ------------------------- |  |  | ----------- |  |  | --------------------------------------- | --------- |  |  |  | ------- | 
|Name                              |  | Number ofBoard meetingsattended |   |  | Annual feefor Boardmeetings |  |         | Fees forCommitteemeetings |  |  | Totalfee(1) |  |  | Number ofwarrantsgranted underLTI 18(2) |          
|                                  |  |                                 |   |  | (EUR)                       |  |         | (EUR)                     |  |  | (EUR)       |  |  |                                         |          
|August Busch IV                   |  |                                 | 1 |  |                             |  | 67,000  |                           |  |  | 0           |  |  |                                         | 67,000    |  |  |  | 15,000  | 
|Jean-Luc Dehaene                  |  |                                 | 9 |  |                             |  | 67,000  |                           |  |  | 12,000      |  |  |                                         | 79,000    |  |  |  | 15,000  | 
|Stéfan Descheemaeker              |  |                                 | 8 |  |                             |  | 67,000  |                           |  |  | 7,500       |  |  |                                         | 74,500    |  |  |  | 15,000  | 
|Peter Harf(1)                     |  |                                 | 9 |  |                             |  | 134,000 |                           |  |  | 24,000      |  |  |                                         | 158,000   |  |  |  | 30,000  | 
|Jorge Paulo Lemann                |  |                                 | 9 |  |                             |  | 67,000  |                           |  |  | 7,500       |  |  |                                         | 74,500    |  |  |  | 15,000  | 
|Arnoud de Pret Roose de Calesberg |  |                                 | 9 |  |                             |  | 67,000  |                           |  |  | 24,000      |  |  |                                         | 91,000    |  |  |  | 15,000  | 
|Carlos Alberto Sicupira           |  |                                 | 8 |  |                             |  | 67,000  |                           |  |  | 10,500      |  |  |                                         | 77,500    |  |  |  | 15,000  | 
|Grégoire de Spoelberch(1)         |  |                                 | 9 |  |                             |  | 67,000  |                           |  |  | 10,500      |  |  |                                         | 77,500    |  |  |  | 15,000  | 
|Kees J. Storm                     |  |                                 | 8 |  |                             |  | 87,100  |                           |  |  | 27,000      |  |  |                                         | 114,100   |  |  |  | 20,000  | 
|Marcel Herrmann Telles(1)         |  |                                 | 9 |  |                             |  | 67,000  |                           |  |  | 21,000      |  |  |                                         | 88,000    |  |  |  | 15,000  | 
|Roberto Moses Thompson Motta      |  |                                 | 9 |  |                             |  | 67,000  |                           |  |  | 7,500       |  |  |                                         | 74,500    |  |  |  | 15,000  | 
|Alexandre Van Damme               |  |                                 | 9 |  |                             |  | 67,000  |                           |  |  | 10,500      |  |  |                                         | 77,500    |  |  |  | 15,000  | 
|Mark Winkelman                    |  |                                 | 8 |  |                             |  | 67,000  |                           |  |  | 7,500       |  |  |                                         | 74,500    |  |  |  | 15,000  | 
|                                  |  |                                 |   |  |                             |  |         |                           |  |  |             |  |  |                                         |           |  |  |  |         | 
|All directors as group            |  |                                 |  |  |                             |  | 958,100 |                           |  |  | 169,500     |  |  |                                         | 1,127,600 |  |  |  | 215,000 | 
|                                  |  |                                 |   |  |                             |  |         |                           |  |  |             |  |  |                                         |           |  |  |  |         | 



Notes:



|(1) | In addition to fees received for committee meetings, Mr. Spoelberch, Mr. Harf and Mr. Telles each received EUR 7,500 in connection with services
performed with respect to the integration of Anheuser-Busch and InBev.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Warrants were granted under the LTI warrant plan in April 2010. See Share-Based Payment PlansLTI Warrant Plan. The warrants have an exercise
price of 37.51 euro per share, have a term of five years and vest over a three-year period.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Warrants and
options held by directors

The table below sets forth, for each of our current directors, the number of LTI warrants they
owned as of 31 December 2010:



|                                  |  |              |        |  |              |  |        |                                |  |  |              |  |  |              |        |  |              |  |        |              |  |  |              |  |  |             |       |  |             |  |        |             |  |  |              |  |  |  |       |  |  |  |       |  |  |  |         | 
|--------------------------------- |  | ------------ | ------ |  | ------------ |  | ------ | ------------------------------ |  |  | ------------ |  |  | ------------ | ------ |  | ------------ |  | ------ | ------------ |  |  | ------------ |  |  | ----------- | ----- |  | ----------- |  | ------ | ----------- |  |  | ------------ |  |  |  | ----- |  |  |  | ----- |  |  |  | ------- | 
|                                  |  | LTI18(2)     |        |  | LTI 17       |  |        | Rights-OfferingCompensation(1) |  |  | LTI 16       |  |  | LTI 15       |        |  | LTI 14       |  |        | LTI 13       |  |  | LTI 12       |  |  | LTI 10      |       |  | LTI 9       |  |        | LTI 8       |  |  | Totaloptions | 
|Grant date                        |  | 27 April2010 |        |  | 28 April2009 |  |        | 28 April 2009                  |  |  | 29 April2008 |  |  | 24 April2007 |        |  | 25 April2006 |  |        | 26 April2005 |  |  | 27 April2004 |  |  | 10 Dec.2002 |       |  | 13 June2002 |  |        | 11 Dec.2001 |  | 
|Expiry date                       |  | 26 April2015 |        |  | 27 April2014 |  |        | 27 April 2014                  |  |  | 28 April2013 |  |  | 23 April2012 |        |  | 24 April2016 |  |        | 25 April2015 |  |  | 26 April2014 |  |  | 9 Dec.2012  |       |  | 12 June2012 |  |        | 10 Dec.2011 |  | 
|August Busch IV                   |  |              | 15,000 |  |              |  | 15,000 |                                |  |  | 0            |  |  |              | 0      |  |              |  | 0      |              |  |  | 0            |  |  |             | 0     |  |             |  | 0      |             |  |  | 0            |  |  |  | 0     |  |  |  | 0     |  |  |  | 30,000  | 
|Jean-Luc Dehaene                  |  |              | 15,000 |  |              |  | 15,000 |                                |  |  | 70,928       |  |  |              | 9,000  |  |              |  | 9,000  |              |  |  | 8,269        |  |  |             | 9,364 |  |             |  | 11,016 |             |  |  | 11,016       |  |  |  | 0     |  |  |  | 8,100 |  |  |  | 166,693 | 
|Peter Harf                        |  |              | 30,000 |  |              |  | 30,000 |                                |  |  | 32,274       |  |  |              | 18,000 |  |              |  | 18,000 |              |  |  | 8,269        |  |  |             | 9,364 |  |             |  | 0      |             |  |  | 0            |  |  |  | 0     |  |  |  | 0     |  |  |  | 145,907 | 
|Marcel Herrmann Telles            |  |              | 15,000 |  |              |  | 15,000 |                                |  |  | 28,343       |  |  |              | 9,000  |  |              |  | 9,000  |              |  |  | 8,269        |  |  |             | 9,364 |  |             |  | 0      |             |  |  | 0            |  |  |  | 0     |  |  |  | 0     |  |  |  | 93,976  | 
|Jorge Paulo Lemann                |  |              | 15,000 |  |              |  | 15,000 |                                |  |  | 28,343       |  |  |              | 9,000  |  |              |  | 9,000  |              |  |  | 8,269        |  |  |             | 9,364 |  |             |  | 0      |             |  |  | 0            |  |  |  | 0     |  |  |  | 0     |  |  |  | 93,976  | 
|Arnoud de Pret Roose de Calesberg |  |              | 15,000 |  |              |  | 15,000 |                                |  |  | 55,365       |  |  |              | 9,000  |  |              |  | 9,000  |              |  |  | 8,269        |  |  |             | 9,364 |  |             |  | 11,016 |             |  |  | 0            |  |  |  | 8,100 |  |  |  | 0     |  |  |  | 140,114 | 
|Grégoire de Spoelberch            |  |              | 15,000 |  |              |  | 15,000 |                                |  |  | 5,395        |  |  |              | 9,000  |  |              |  | 0      |              |  |  | 0            |  |  |             | 0     |  |             |  | 0      |             |  |  | 0            |  |  |  | 0     |  |  |  | 0     |  |  |  | 44,395  | 
|Kees J. Storm                     |  |              | 20,000 |  |              |  | 20,000 |                                |  |  | 60,660       |  |  |              | 11,700 |  |              |  | 11,700 |              |  |  | 8,269        |  |  |             | 9,364 |  |             |  | 11,016 |             |  |  | 11,016       |  |  |  | 0     |  |  |  | 0     |  |  |  | 163,725 | 
|Roberto Moses Thompson Motta      |  |              | 15,000 |  |              |  | 15,000 |                                |  |  | 28,343       |  |  |              | 9,000  |  |              |  | 9,000  |              |  |  | 8,269        |  |  |             | 9,364 |  |             |  | 0      |             |  |  | 0            |  |  |  | 0     |  |  |  | 0     |  |  |  | 93,976  | 
|Alexandre Van Damme               |  |              | 15,000 |  |              |  | 15,000 |                                |  |  | 55,365       |  |  |              | 9,000  |  |              |  | 9,000  |              |  |  | 8,269        |  |  |             | 9,364 |  |             |  | 11,016 |             |  |  | 0            |  |  |  | 8,100 |  |  |  | 0     |  |  |  | 140,114 | 
|Carlos Alberto Sicupira           |  |              | 15,000 |  |              |  | 15,000 |                                |  |  | 28,343       |  |  |              | 9,000  |  |              |  | 9,000  |              |  |  | 8,269        |  |  |             | 9,364 |  |             |  | 0      |             |  |  | 0            |  |  |  | 0     |  |  |  | 0     |  |  |  | 93,976  | 
|Mark Winkelman                    |  |              | 15,000 |  |              |  | 15,000 |                                |  |  | 28,343       |  |  |              | 9,000  |  |              |  | 9,000  |              |  |  | 8,269        |  |  |             | 9,364 |  |             |  | 0      |             |  |  | 0            |  |  |  | 0     |  |  |  | 0     |  |  |  | 93,976  | 
|Strike price (EUR)                |  |              | 37.51  |  |              |  | 21.72  |                                |  |  | 21.72        |  |  |              | 58.31  |  |              |  | 55.41  |              |  |  | 38.70        |  |  |             | 27.08 |  |             |  | 23.02  |             |  |  | 21.83        |  |  |  | 32.70 |  |  |  | 28.87 |  |  |  |         | 



Note:



|(1) | These warrants are part of the 984,203 warrants that were granted on 28 April 2009 to compensate for warrants that were not adjusted to take account of the effects
of our December 2008 rights offering. See Share-based Payment PlansLTI Warrant Plan for more details.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Warrants were granted under the LTI warrant plan in April 2010. See Share-Based Payment PlansLTI Warrant Plan. The warrants
have an exercise price of 37.51 euro per share, have a term of five years and vest over a three-year
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



125



---

##### Table of Contents

| | period.
| | -------

Stéfan Descheemaeker left our
executive board of management and was appointed a non-executive director on 29 April 2008. In his former role as a member of our executive board of management, Mr. Descheemaeker received both LTI warrants and matching options under the
Share-Based Compensation Plan. As he was not a director when he received the warrants and options in the table below, the amount and strike price of his LTI warrants and options received under the Share-Based Compensation Plan were adjusted as
described in Share-Based Payment Plans. The table below sets forth, for Mr. Descheemaeker, the number of LTI warrants and matching options he owned as of 31 December 2010:



|                         |  |            |                  |  |             |  |                  |                    |  |  |                         |  |  |  |       | 
|------------------------ |  | ---------- | ---------------- |  | ----------- |  | ---------------- | ------------------ |  |  | ----------------------- |  |  |  | ----- | 
|Plan                     |  | Issue date |                  |  | Expiry date |  |                  | Number outstanding |  |  | Exercise price(in 
EUR) | 
|LTI
8(1)                 |  |            | 11 December 2001 |  |             |  | 10 December 2011 |                    |  |  | 55,982                  |  |  |  | 18.05 | 
|LTI
9(1)                 |  |            | 13 June 2002     |  |             |  | 12 June 2012     |                    |  |  | 27,991                  |  |  |  | 20.44 | 
|LTI 13(1)                |  |            | 26 April 2005    |  |             |  | 25 April 2015    |                    |  |  | 80,577                  |  |  |  | 16.93 | 
|Matching Options 2006(2) |  |            | 27 April 2006    |  |             |  | 26 April 2016    |                    |  |  | 54,909                  |  |  |  | 24.78 | 
|LTI 17(1)                |  |            | 28 April 2009    |  |             |  | 27 April 2014    |                    |  |  | 15,000                  |  |  |  | 21.72 | 
|LTI 18(1)                |  |            | 27 April 2010    |  |             |  | 26 April 2015    |                    |  |  | 15,000                  |  |  |  | 37.51 | 
|                         |  |            |                  |  |             |  |                  |                    |  |  |                         |  |  |  |       | 
|Total                    |  |            |                  |  |             |  |                  |                    |  |  | 249,459                 |  |  |  |       | 



Notes:



|(1) | Warrants granted under the LTI. See Share-Based Payment PlansLTI Warrant Plan.
|--- | ----------------------------------------------------------------------------------



|(2) | Matching options granted under the Share-Based Compensation Plan. See Share-Based Payment PlansShare-Based Compensation Plan.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

Board share ownership

The table below sets forth the number of our shares owned by our directors as at 1 March 2011:



|                                  |  |                            |         |  |                           |  |    |  
|--------------------------------- |  | -------------------------- | ------- |  | ------------------------- |  | -- | -
|Name                              |  | Number ofour
sharesheld(1) |         |  | % of ouroutstandingshares | 
|August A. Busch IV                |  |                            | 31,000  |  |                           |  | <1 | %
|Jean-Luc Dehaene                  |  |                            | 261     |  |                           |  | <1 | %
|Stéfan Descheemaeker              |  |                            | 475,734 |  |                           |  | <1 | %
|Peter Harf                        |  |                            | 527,880 |  |                           |  | <1 | %
|Marcel Herrmann Telles            |  |                            | 0       |  |                           |  | 0  | %
|Jorge Paulo Lemann                |  |                            | 0       |  |                           |  | 0  | %
|Arnoud de Pret Roose de Calesberg |  |                            | 31,200  |  |                           |  | <1 | %
|Grégoire de Spoelberch            |  |                            | 500,000 |  |                           |  | <1 | %
|Kees J. Storm                     |  |                            | 0       |  |                           |  | 0  | %
|Roberto Moses Thompson Motta      |  |                            | 0       |  |                           |  | 0  | %
|Alexandre Van Damme               |  |                            | 66      |  |                           |  | <1 | %
|Carlos Alberto Sicupira           |  |                            | 0       |  |                           |  | 0  | %
|Mark Winkelman                    |  |                            | 50,000  |  |                           |  | 0  | %



Note:



|(1) | Under the rules of the SEC, certain of our directors may also be deemed to own beneficially shares held by certain of our major shareholders: the Stichting,
Eugénie Patri Sébastien S.A. and BRC S.à.R.L. See Item 7. Major Shareholders and Related Party TransactionsMajor Shareholders.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



126



---

##### Table of Contents

Executive Board of Management3

The main elements of our executive remuneration are (i) base salary, (ii) variable compensation, (iii) stock-options,
(iv) post-employment benefits and (v) other compensation.

Our executive compensation and reward programs are
overseen by our Remuneration Committee. It submits recommendations on the compensation of our Chief Executive Officer to the Board for approval. Upon the recommendation of our Chief Executive Officer, the Remuneration Committee also submits
recommendations on the compensation of the other members of our executive board of management to our Board for approval. Such submissions to our Board include recommendations on the annual targets and corresponding variable compensation scheme. The
Nomination Committee approves our targets and individual annual targets and the Remuneration Committee approves the target achievement and corresponding annual and long-term incentives of members of our executive board of management. See C.
Board PracticesInformation about Our CommitteesThe Remuneration Committee. The remuneration policy and any schemes that grant shares or rights to acquire shares are submitted to our annual shareholders meeting for approval.

Our compensation system is designed to support our high-performance culture and the creation of long-term sustainable value
for our shareholders. The goal of the system is to reward executives with market-leading compensation, which is conditional upon both company and individual performance, and ensures alignment with shareholders interests by strongly encouraging
executive ownership of shares in the company.

Through our Share-Based Compensation Plan, executives who demonstrate personal
financial commitment to us by investing (all or part of) their annual variable compensation in our shares will be rewarded with the potential for significantly higher long-term compensation.

Base Salary

In order to ensure alignment with market practice, base
salaries are reviewed against benchmarks on an annual basis. These benchmarks are collated by independent providers, in relevant industries and geographies. For benchmarking, fast moving consumer goods companies are used when available.
If such data are not available for a given level or market, the category for all companies/general industry market is used. Our executives base salaries are intended to be aligned to mid-market levels for the appropriate market. Mid-market
means that for a similar job in the market, 50% of companies in that market pay more and 50% of companies pay less. Executives total compensation is intended to be aligned to the 3rd quartile.

In 2010, based on his employment contract, our Chief Executive Officer earned a fixed salary of EUR 1.24 million (USD 1.64 million).
The other members of our executive board of management earned an aggregate base salary of EUR 6.34 million (USD 8.38 million).





|3 | Figures in this section may differ from the figures in the notes to our consolidated financial statements for the following reasons: (i) figures
in this section are figures gross of tax, while figures in the notes to our consolidated financial statements are reported as cost for the Company; (ii) the split short-term employee benefits vs. share-based
compensation in the notes to our consolidated financial statements does not correspond to the split base salary vs. variable compensation in this section. Short-term employee benefits in the notes to our consolidated
financial statements include the base salary and 50% of the variable compensation. Share-based compensation includes 50% of the variable compensation (portion paid in shares) and certain non-cash elements, such as the fair value of the options
granted, which is based on financial pricing models; and (iii) the scope for the reporting is different as the figures in the notes to our consolidated financial statements also contain the remuneration of executives who left during the year,
while figures in this section only contain the remuneration of executives who were in service at the end of the reporting year.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



127



---

##### Table of Contents

Variable Compensation  Annual incentive

The variable compensation element of remuneration for members of our executive board of management is designed to encourage executives to
drive our short- and long-term performance. We believe that our company and business zone targets are challenging, and relate to more than one year to ensure high levels of sustained performance. Below a specified threshold, no variable compensation
is earned, as was the case for the majority of members of our executive board of management in 2008, but for really outstanding performance, the variable compensation could be at upper quartile level of the appropriate reference market. However,
even if company or entity targets are achieved, individual payments are dependent on each executives achievement of individual performance targets.

Variable compensation is generally paid annually in arrears after publication of our full-year results. In 2009, in order to align the organization against the delivery of specific targets following the
Anheuser-Busch acquisition, the Board decided to apply semi-annual targets which resulted in a semi-annual payment of 50% of the annual incentive, respectively in August 2009 and in March 2010. For 2010, variable compensation has again been paid
annually in arrears after publication of our full-year results in March 2011.

Variable compensation for performance in the
second half-year 2009  Paid in March 2010

For the second half-year of 2009, our Chief Executive Officer earned EUR
3.13 million (USD 4.35 million) in variable compensation. The other members of our executive board of management earned aggregate variable compensation of EUR 9.11 million (USD 12.63 million).

The amount of variable compensation is based on the companys performance in the second half-year of 2009 and the performance of the
executives compared to their individual targets. The variable compensation was paid in March 2010 according to the new payment mechanics. See Share-Based Payment PlansShare-Based Compensation Plan.

The following table sets forth information regarding the number of our shares voluntarily acquired and matching shares granted in March
2010 (variable compensation awarded for performance in the second half-year of 2009) to our Chief Executive Officer and the other members of our executive board of management under the Share-Based Compensation Plan. See Share-Based
Payment PlansShare-Based Compensation Plan. The matching shares were granted in the form of restricted stock units and vest after five years, on 5 March 2015:



|                         |  |                   |        |  |                       |  |         |  |  | 
|------------------------ |  | ----------------- | ------ |  | --------------------- |  | ------- |  |  | 
|Name                     |  | OurSharesacquired |        |  | MatchingSharesgranted | 
|Carlos Brito  CEO       |  |                   | 61,766 |  |                       |  | 179,858 | 
|Chris Burggraeve         |  |                   | 7,372  |  |                       |  | 43,511  | 
|Sabine Chalmers          |  |                   | 10,043 |  |                       |  | 39,249  | 
|Felipe Dutra             |  |                   | 21,660 |  |                       |  | 63,071  | 
|Claudio Braz Ferro       |  |                   | 16,238 |  |                       |  | 47,284  | 
|Tony Milikin             |  |                   | 9,256  |  |                       |  | 28,824  | 
|Claudio Garcia           |  |                   | 6,985  |  |                       |  | 33,185  | 
|Miguel Patricio          |  |                   |       |  |                       |  |        | 
|Jo Van Biesbroeck        |  |                   |       |  |                       |  |        | 
|Francisco Sá             |  |                   | 11,195 |  |                       |  | 32,601  | 
|João Castro Neves (1)    |  |                   |       |  |                       |  |        | 
|Luiz Fernando Edmond     |  |                   | 22,008 |  |                       |  | 64,088  | 
|Bernardo Pinto Paiva (1) |  |                   |       |  |                       |  |        | 



Notes:



128



---

##### Table of Contents

|(1) | Joao Castro Neves, Zone President Latin America North and Bernardo Pinto Paiva, Zone President Latin America South, report to the Board of Directors of AmBev and
participate in the incentive plans of Companhia de Bebidas das Americas  AmBev that are disclosed separately by AmBev.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Variable compensation for performance in 2010  Paid in March 2011

For the full year 2010, the Chief Executive Officer earned variable compensation of EUR 3.16 million (USD 4.18 million). The other members of the executive board of management earned aggregate
variable compensation of EUR 9.59 million (USD 12.67 million).

The amount of variable compensation is based on the
companys performance during the year 2010 and the executives individual target achievement. The variable compensation was paid in March 2011.

Long-Term Incentive Stock Options

The following table sets forth
information regarding the number of stock options granted in 2010 under the 2009 Long-Term Incentive Stock-Option Plan to our Chief Executive Officer and the other members of our executive board of management. See Share-Based Payment
PlansLTI Stock-Option Plan above.

The options were granted on 30 November 2010, have an exercise price of
EUR 42.41 and become exercisable after five years, on 30 November 2015:



|                         |  |                                   |         | 
|------------------------ |  | --------------------------------- | ------- | 
|Name                     |  | Long-TermIncentiveoptions granted |        
|Carlos Brito  CEO       |  |                                   | 273,365 | 
|Chris Burggraeve         |  |                                   | 63,573  | 
|Sabine Chalmers          |  |                                   | 47,680  | 
|Felipe Dutra             |  |                                   | 76,288  | 
|Claudio Braz Ferro       |  |                                   | 63,573  | 
|Tony Milikin             |  |                                   | 18,316  | 
|Claudio Garcia           |  |                                   | 47,680  | 
|Miguel Patricio          |  |                                   | 73,109  | 
|Jo Van Biesbroeck        |  |                                   | 63,573  | 
|Francisco Sá             |  |                                   | 63,573  | 
|João Castro Neves (1)    |  |                                   | 0       | 
|Luiz Fernando Edmond     |  |                                   | 131,597 | 
|Bernardo Pinto Paiva (1) |  |                                   | 0       | 



Notes:



|(1) | Joao Castro Neves, Zone President Latin America North and Bernardo Pinto Paiva, Zone President Latin America South, report to the Board of Directors of AmBev and
participate in the incentive plans of Companhia de Bebidas das Americas  AmBev that are disclosed separately by AmBev.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Incentive programs for encouraging global mobility of executives moving to the United States

In 2010, none of the members of our executive board of management participated in the programs for encouraging global mobility of
executives moving to the United States.

Post-Employment Benefits

We sponsor various post-employment benefit plans worldwide. These include pension plans, both defined contribution plans and defined
benefit plans, and other post-employment benefits. See note 25 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010 for further details on our employee benefits.



129



---

##### Table of Contents

Defined contribution plans. For defined contribution plans, we pay contributions to
publicly or privately administered pension funds or insurance contracts. Once the contributions have been paid, we have no further payment obligation. The regular contribution expenses constitute an expense for the year in which they are due. For
2010, our defined contribution expenses amounted to USD 44 million compared to USD 43 million for 2009.

Defined
benefit plans.We contribute to 66 defined benefit plans, of which 49 are retirement plans and 17 are medical cost plans. Most plans provide benefits related to pay and years of service. In 2010, the deficit under our post-employment and
long-term employee benefit plans increased to USD 2,733 million. In 2011, we expect to contribute approximately USD 310 million to our funded defined benefit plans and USD 97 million to our unfunded defined benefit plans and post-retirement
medical plans.

Our executives participate in our pension schemes in either Belgium or their home country. These schemes are
in line with predominant market practices in the respective geographic environments.

Our Chief Executive Officer participates
in a defined contribution plan. Our annual contribution to his plan amounts to approximately USD 0.28 million. The total amount we had set aside to provide pension, retirement or similar benefits for members of our executive board of management in
the aggregate as of 31 December 2010 was USD 2 million, as compared to USD 2 million as of 31 December 2009. See note 33 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three
years ended 31 December 2010.

Other Compensation

We also provide executives with life and medical insurance and perquisites and other benefits that are competitive with market practice in the markets where such executives are employed. In addition, our
Chief Executive Officer, for a limited period of time, enjoys certain expatriate perquisites such as a housing allowance in accordance with local market practice.

Employment Agreements and Termination Arrangements

Terms of hiring of our
executive board of management are included in individual employment agreements. Executives are also required to comply with our policies and codes such as the Code of Business Conduct and Code of Dealing and are subject to exclusivity,
confidentiality and non-compete obligations.

The employment agreement typically provides that the executives
eligibility for payment of variable compensation is determined exclusively on the basis of the achievement of corporate and individual targets to be set by us. The specific conditions and modalities of the variable compensation are fixed by us in a
separate plan which is approved by the Remuneration Committee.

Termination arrangements are in line with legal requirements
and/or jurisprudential practice. The termination arrangements for the members of the executive board of management typically provide for a termination indemnity of 12 months of remuneration including variable compensation in case of termination
without cause. The variable compensation for purposes of the termination indemnity shall be calculated as the average of the variable compensation paid to the executive for the last two years of employment prior to the year of termination. In
addition, if we decide to impose upon the executive a non-compete restriction of twelve months, the executive shall be entitled to receive an additional remuneration of six months.

Carlos Brito was appointed to serve as our Chief Executive Officer starting as of 1 March 2006. In the event of termination of his
employment other than on the grounds of serious cause, he is entitled to a termination indemnity of 12 months of remuneration including variable compensation as described above. There is no claw-back provision in case of misstated
financial statements.

Warrants and Options owned by Executives

The table below sets forth the number of LTI warrants and matching options owned by the members of our executive board of management in
aggregate as of 31 December 2010 under the LTI Warrant Plans, LTI Stock-



130



---

##### Table of Contents

Option Plan, the Share-Based Compensation Plans and the 2008 Exceptional Grant. Since 2006, LTI warrants were no longer granted to our executive board of management. See Share-Based
Payment Plans above.



|                                                                         |  |                                                                         |           |  |                  |  |       |            |  |                  |  |                 
|------------------------------------------------------------------------ |  | ----------------------------------------------------------------------- | --------- |  | ---------------- |  | ----- | ---------- |  | ---------------- |  | ----------------
|Program                                                                  |  | Warrants andOptions held inaggregate by ourexecutive boardof
management |           |  | Strikeprice(EUR) |  |       | Grant date |  | Expiry date     
|LTI Warrant Plan 5(1)                                                    |  |                                                                         | 0         |  |                  |  | 18.90 |            |  | 13 March 2001    |  | 12 March 2011   
|LTI Warrant Plan 8                                                       |  |                                                                         | 55,982    |  |                  |  | 18.05 |            |  | 11 December 2001 |  | 10 December 2011
|LTI Warrant Plan 12                                                      |  |                                                                         | 143,955   |  |                  |  | 14.39 |            |  | 27 April 2004    |  | 26 April 2014   
|LTI Warrant Plan 13(1)                                                   |  |                                                                         | 95,170    |  |                  |  | 16.93 |            |  | 26 April 2005    |  | 25 April 2015   
|LTI Stock-Option Plan 2009                                               |  |                                                                         | 1,174,417 |  |                  |  | 35.90 |            |  | 18 December 2009 |  | 17 December 2019
|LTI Stock-Option Plan 2009                                               |  |                                                                         | 922,327   |  |                  |  | 42.41 |            |  | 30 November 2010 |  | 29 November 2020
|Matching options 2009                                                    |  |                                                                         | 1,730,435 |  |                  |  | 27.06 |            |  | 14 August 2009   |  | 13 August 2019  
|Matching options 2009                                                    |  |                                                                         | 80,765    |  |                  |  | 20.49 |            |  | 6 March 2009     |  | 5 March 2019    
|Matching options 2008                                                    |  |                                                                         | 634,033   |  |                  |  | 34.34 |            |  | 3 March 2008     |  | 2 March 2018    
|Matching options 2008  Dividend Waiver 09(2)                            |  |                                                                         | 317,635   |  |                  |  | 33.24 |            |  | 1 December 2009  |  | 2 March 2018    
|November 2008 Exceptional Grant Options Series A                         |  |                                                                         | 1,915,865 |  |                  |  | 10.32 |            |  | 25 November 2008 |  | 24 November 2018
|November 2008 Exceptional Grant Options Series A                         |  |                                                                         | 903,710   |  |                  |  | 10.50 |            |  | 25 November 2008 |  | 24 November 2018
|November 2008 Exceptional Grant Options Series A  Dividend Waiver
09(2) |  |                                                                         | 355,280   |  |                  |  | 33.24 |            |  | 1 December 2009  |  | 24 November 2018
|November 2008 Exceptional Grant Options Series B                         |  |                                                                         | 903,710   |  |                  |  | 10.50 |            |  | 25 November 2008 |  | 24 November 2023
|November 2008 Exceptional Grant Options Series B                         |  |                                                                         | 5,096,925 |  |                  |  | 10.32 |            |  | 25 November 2008 |  | 24 November 2023
|November 2008 Exceptional Grant Options Series B  Dividend Waiver
09(2) |  |                                                                         | 2,589,811 |  |                  |  | 33.24 |            |  | 1 December 2009  |  | 24 November 2023
|Matching options 2007                                                    |  |                                                                         | 513,598   |  |                  |  | 33.59 |            |  | 2 April 2007     |  | 1 April 2017    
|Matching options 2007  Dividend Waiver 09(2)                            |  |                                                                         | 317,713   |  |                  |  | 33.24 |            |  | 1 December 2009  |  | 1 April 2017    
|Matching options 2006                                                    |  |                                                                         | 305,927   |  |                  |  | 24.78 |            |  | 27 April 2006    |  | 26 April 2016   
|Matching options 2006  Dividend Waiver 09(2)                            |  |                                                                         | 177,792   |  |                  |  | 33.24 |            |  | 1 December 2009  |  | 23 April 2016   



Notes:



|(1) | In May 2010, Jo Van Biesbroeck exercised 32,470 warrants of the LTI 5 series. In May 2010, Sabine Chalmers exercised 95,170 warrants of the LTI 13 Series.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Options granted under the dividend waiver program. See Share-Based Payment Plans.
|--- | ------------------------------------------------------------------------------------

Executive Share Ownership

The table below sets forth the number of our shares owned by the members of the executive board of management as at 1 March 2011:



|                  |  |                          |  |                          
|----------------- |  | ------------------------ |  | -------------------------
|Name              |  | Number of ourshares held |  | % of ouroutstandingshares
|Carlos Brito      |  | (*)                      |  | (*)                      
|Sabine Chalmers   |  | (*)                      |  | (*)                      
|Jo Van Biesbroeck |  | (*)                      |  | (*)                      
|Felipe Dutra      |  | (*)                      |  | (*)                      
|Claudio Garcia    |  | (*)                      |  | (*)                      
|Claudio Ferro     |  | (*)                      |  | (*)                      
|Chris Burggraeve  |  | (*)                      |  | (*)                      
|Tony Milikin      |  | (*)                      |  | (*)                      
|Miguel Patricio   |  | (*)                      |  | (*)                      
|Francisco Sá      |  | (*)                      |  | (*)                      



131



---

##### Table of Contents

|                     |  |                          |  |                          
|-------------------- |  | ------------------------ |  | -------------------------
|Name                 |  | Number of ourshares held |  | % of ouroutstandingshares
|João Castro Neves    |  | (*)                      |  | (*)                      
|Luiz Fernando Edmond |  | (*)                      |  | (*)                      
|Bernardo Pinto Paiva |  | (*)                      |  | (*)                      
|                     |  |                          |  |                          



Note:



|(*) | Each member of our executive board of management owns less than 1% of our outstanding shares as of 1 March 2011.
|--- | ----------------------------------------------------------------------------------------------------------------

Anheuser-Busch

Retention Program

In connection with the Anheuser-Busch acquisition, we and Anheuser-Busch agreed to establish an employee retention program providing integration bonuses and severance benefits for certain key employees of
Anheuser-Busch. This program became effective as of the closing of the acquisition.

Integration Bonus

Approximately 60 key employees of Anheuser-Busch (including Anheuser-Buschs executive officers at the time of
the Anheuser-Busch merger other than Mr. Busch IV, who terminated his employment with Anheuser-Busch upon the occurrence of the merger) were eligible to receive an additional bonus for 2008 equal to 40% of the target bonus otherwise payable to
that employee under the pre-existing Anheuser-Busch bonus programs. In addition, approximately 300 key employees of Anheuser-Busch (including Anheuser-Buschs executive officers, other than Mr. Busch IV) were eligible to receive a
bonus for 2009 of 110% of the employees 2009 target bonus award. The amount of the additional bonus depended upon the extent of achievement of projected savings under Anheuser-Buschs Blue Ocean program in each respective year.

Enhanced Severance

The retention plan also provided that the same group of approximately 360 employees (including Anheuser-Buschs executive officers at the time of the Anheuser-Busch merger, other than Mr. Busch
IV) are eligible for enhanced severance benefits payable upon an involuntary or constructive termination of employment within two years following the closing of the merger. These severance benefits range from 15 months of base salary to
two times the sum of base salary and target bonus and include continuation of medical, insurance and welfare benefits ranging from 15 to 24 months (in each case, depending on the particular employee category). The retention plan provided that
approximately 60 of these employees (including Anheuser-Buschs executive officers at the time of the merger, other than Mr. Busch IV) are, if necessary, eligible for a modified gross-up payment on amounts that are subject to the
excise tax imposed by Section 4999 of the United States Internal Revenue Code but only if the total value of all parachute payments to the individual exceeds 110% of the individuals safe harbor amount. The enhanced
severance program also contained customary restrictive obligations, including an agreement not to compete with Anheuser-Busch for a period ranging from 12 to 24 months. Constructive termination includes a material reduction of compensation, a
material reduction in duties and responsibilities from those in effect immediately prior to closing of the merger and relocation of more than 50 miles. The enhanced severance program has expired.

C. BOARD PRACTICES

General

Our directors are appointed by our shareholders
meeting, which sets their remuneration and term of mandate. Their appointment is published in the Belgian Official Gazette (Moniteur belge). No service contract is



132



---

##### Table of Contents

concluded between us and our directors with respect to their Board mandate. Our Board also may request a director to carry out a special mandate or assignment. In such case a special contract may
be entered into between us and the respective director. For details of the current directors terms of office, see A. Directors and Senior ManagementBoard of Directors. We do not provide pensions, medical benefits or
other benefit programs to directors.

August A. Busch IV Consulting Agreement

In connection with the Anheuser-Busch acquisition, we entered into a consulting agreement with Mr. Busch IV which became effective as
of the closing of the Anheuser-Busch merger and will continue until 31 December 2013. In his role as consultant, Mr. Busch IV will, at the request of our Chief Executive Officer, provide advice to us on Anheuser-Busch new products and new
business opportunities; review Anheuser-Busch marketing programs; meet with retailers, wholesalers and key advertisers of Anheuser-Busch; attend North American media events; provide advice with respect to Anheuser-Buschs relationship with
charitable organizations and the communities in which it operates; and provide advice on the taste, profile, and characteristics of the Anheuser-Busch malt-beverage products. See Item 7. Major Shareholders and Related Party
TransactionsB. Related Party TransactionsConsulting Agreement.

Information about Our Committees

General

As of 1 January 2011, our Board is assisted by four main committees: the Audit Committee, the Finance Committee, the Remuneration Committee and the Nomination Committee.

The existence of the Committees does not affect the responsibility of our Board. Board committees meet to prepare matters for
consideration by our Board. By exception to this principle, (i) the Remuneration Committee may make decisions on individual compensation packages, other than with respect to our Chief Executive Officer and our executive board of management
(which are submitted to our Board for approval), and on performance against targets and (ii) the Finance Committee may make decisions on matters specifically delegated to it under our Corporate Governance Charter, in each case without having to
refer to an additional Board decision. Each of our Committees operates under typical rules for such committees under Belgian law, including the requirement that a majority of the members must be present for a valid quorum and decisions are taken by
a majority of members present.

The Audit Committee

The Audit Committees Chairman and the Committee members are appointed by the Board from among the independent directors. The
Chairman of the Audit Committee is not the Chairman of the Board. The Chief Executive Officer, Chief Legal Officer and Chief Financial Officer are invited to the meetings of the Audit Committee.

The current members of the Audit Committee are Jean-Luc Dehaene, Peter Harf and Kees J. Storm (Chairman). As of 27 April 2011,
Jean-Luc Dehaene will retire from the Board and the Audit Committee. The shareholders meeting of 26 April 2011 will be asked to elect Olivier Goudet as an independent director. Subject to his election at the shareholders meeting,
Mr. Goudet will also join the Audit Committee. Each member of our Audit Committee is an independent director according to our Corporate Governance Charter (see Directors and Senior ManagementBoard of DirectorsRole and
Responsibilities, Composition, Structure and Organization) and under Rule 10A-3 under the Exchange Act. There is no minimum size for the Audit Committee.

Our Board of Directors has determined that Kees J. Storm is an audit committee financial expert as defined in Item 16A of Form 20-F under the Exchange Act.

The Audit Committee assists our Board in its responsibility for oversight of (i) the integrity of our financial statements,
(ii) our compliance with legal and regulatory requirements, (iii) the statutory auditors qualification and independence, and (iv) the performance of the statutory auditors and our internal audit function. The Audit Committee is
entitled to review information on any point it wishes to verify, and is authorized to acquire such



133



---

##### Table of Contents

information from any of our employees. It also establishes procedures for confidential complaints regarding questionable accounting or auditing matters. It is also authorized to obtain
independent advice, including legal advice, if this is necessary for an inquiry into any matter under its responsibility. It is entitled to call on the resources that will be needed for this task. It is entitled to receive reports directly from the
statutory auditor, including reports with recommendations on how to improve our control processes.

The Audit Committee holds
as many meetings as necessary with a minimum of four a year. The Committee holds the majority of its physical meetings each year in Belgium.

The Finance Committee

The Finance Committee consists
of at least three but no more than six members appointed by the Board. The Board appoints a Chairman and, if deemed appropriate, a Vice-Chairman from among the Finance Committee members. The Chief Executive Officer and the Chief Financial Officer
are invited ex officio to the Finance Committee meetings unless specifically decided otherwise. Other employees are invited on an ad hoc basis as deemed useful.

The current members of the Finance Committee are Stéfan Descheemaeker, Arnoud de Pret Roose de Calesberg (Chairman), Jorge Paulo Lemann, Roberto Moses Thompson Motta and Mark Winkelman. As of
27 April 2011, Arnoud de Pret will retire from the Board and the Finance Committee. Alexandre Van Damme will join the Finance Committee and succeed Mr. de Pret as Chairman of the Finance Committee.

The Finance Committee meets at least four times a year and as often as deemed necessary by its Chairman or at least two of its members.
The Finance Committee holds the majority of its physical meetings each year in Belgium.

The Finance Committee assists the
Board in fulfilling its oversight responsibilities in the areas of corporate finance, risk management, treasury controls, mergers and acquisitions, tax and legal, pension plans, financial communication and stock market policies and all other related
areas as deemed appropriate.

The Remuneration Committee

The Remuneration Committee consists of three members appointed by the Board, all of whom will be non-executive directors. The Chairman of
the Committee will be a representative of the controlling shareholders and the other two members will meet the requirements of independence as established in our Corporate Governance Charter and by the Belgian Company Law. The Chairman of our
Remuneration Committee would not be considered independent under NYSE rules, and therefore our Remuneration Committee would not be in compliance with the NYSE Corporate Governance Standards for domestic issuers in respect of independence of
compensation committees. The Chief Executive Officer and the Chief People and Technology Officer are invited to the meetings of the Committee.

The current members of the Remuneration Committee are Marcel Herrmann Telles (Chairman), Peter Harf and Mark Winkelman.

The Committee meets at least four times a year, and more often if required, and can be convoked by its Chairman or at the request of at least two of its members. The Committee holds the majority of its
physical meetings in Belgium.

The Remuneration Committees principal role is to guide the Board with respect to all its
decisions relating to the remuneration policies for the Board, the Chief Executive Officer and the executive board of management and on their individual remuneration packages. The Committee ensures that the Chief Executive Officer and members of the
executive board of management are incentivized to achieve, and are compensated for, exceptional performance. The Committee also ensures the maintenance and continuous improvement of the companys compensation policy which will be based on
meritocracy with a view to aligning the interests of its employees with the interests of all shareholders.



134



---

##### Table of Contents

The Nomination Committee

The Nomination Committee consists of five members appointed by the Board. The five members include the Chairman of the Board and the
Chairman of the Remuneration Committee. Four of the five Committee members are representatives of the controlling shareholders. These four members of our Nomination Committee would not be considered independent under NYSE rules, and therefore our
Nomination Committee would not be in compliance with the NYSE Corporate Governance Standards for domestic issuers in respect of independence of nominating committees. The Chief Executive Officer and the Chief People and Technology Officer are
invited to attend the meetings of the Nomination Committee.

The current members of the Nomination Committee are Carlos
Alberto Sicupira, Grégoire de Spoelberch, Peter Harf, Marcel Herrmann Telles (Chairman) and Alexandre Van Damme. There is no minimum size for the Nomination Committee.

The Nomination Committees principal role is to guide the Board succession process. The Committee identifies persons qualified to become Board members and recommends director candidates for
nomination by the Board and election at the shareholders meeting. The Committee will also guide the Board with respect to all its decisions relating to the appointment and retention of key talent within the company.

The Committee meets at least two times a year, and more, if required. The Committee holds the majority of its physical meetings in
Belgium.

D. EMPLOYEES

As at 31 December 2010, we employed approximately 114,000 people.

Overview of Employees
per Zone

The table below sets out the number of full-time employees at the end of each relevant period in our business
zones.



|                                  |  |                   |         |  |      |  |         |      |  |  |         | 
|--------------------------------- |  | ----------------- | ------- |  | ---- |  | ------- | ---- |  |  | ------- | 
|                                  |  | As of 31 December |        
|                                  |  | 2010              |         |  | 2009 |  |         | 2008 | 
|North America                     |  |                   | 18,264  |  |      |  | 19,597  |      |  |  | 21,871  | 
|Latin America North               |  |                   | 32,098  |  |      |  | 28,460  |      |  |  | 28,517  | 
|Latin America South               |  |                   | 8,040   |  |      |  | 7,780   |      |  |  | 7,554   | 
|Western Europe                    |  |                   | 7,989   |  |      |  | 7,551   |      |  |  | 8,965   | 
|Central & Eastern Europe          |  |                   | 10,249  |  |      |  | 10,588  |      |  |  | 16,054  | 
|Asia Pacific                      |  |                   | 35,475  |  |      |  | 40,859  |      |  |  | 41,588  | 
|Global Export & Holding Companies |  |                   | 2,198   |  |      |  | 1,654   |      |  |  | 12,050  | 
|                                  |  |                   |         |  |      |  |         |      |  |  |         | 
|Total                             |  |                   | 114,313 |  |      |  | 116,489 |      |  |  | 136,599 | 
|                                  |  |                   |         |  |      |  |         |      |  |  |         | 

Employee Compensation and Benefits

To support our culture that recognizes and values results, we offer employees competitive salaries benchmarked to fixed mid-market local salaries, combined with variable incentive schemes based on
individual performance and performance of the business entity in which they work. Senior employees above a certain level are eligible for the Share-Based Compensation Plan. See B. CompensationShare-Based Payment PlansShare-Based
Compensation Plan and B. CompensationCompensation of Directors and ExecutivesExecutive Board of Management. Depending on local practices, we offer employees and their family members pension plans, life insurance,
medical, dental and optical insurance, death in service insurance, illness and disability insurance. Some of our countries have tuition reimbursement plans and employee assistance programs.



135



---

##### Table of Contents

Labor Unions

Many of our hourly employees across our business zones are represented by unions. Generally, relationships between us and the unions that represent our employees are good. See D. Risk
FactorsRisks Relating to Our BusinessWe are exposed to labor strikes and disputes that could lead to a negative impact on our costs and production level.

In Western Europe, collective bargaining occurs at the national level in Belgium and the Netherlands, and at the local level in all other countries. The degree of membership in unions varies from country
to country, with a low proportion of membership in the United Kingdom and the Netherlands, and a high proportion of membership in Belgium and Germany.

In the United States, a majority of our hourly employees at breweries are represented by the International Brotherhood of Teamsters. Our collective bargaining agreements covering employees at all 12 U.S.
breweries include annual wage increases and run through 28 February 2014.

In Canada, nearly two-thirds of the total
workforce within brewery operations, logistics, office administration and sales is unionized with collective bargaining agreements ranging in duration from three to seven years. For the year ended 31 December 2010, six agreements covering
employees in Quebec were successfully negotiated with seven-year terms.

In Brazil, all of our employees are represented by
labor unions, but less than 10% are actually members of those unions. The number of administrative and distribution employees who are members of labor unions is not significant. Our collective bargaining agreements are negotiated separately for each
facility or distribution center and have a term of one year. We usually enter into new collective bargaining agreements on or prior to the expiration of the existing agreements.

E. SHARE OWNERSHIP

For a discussion of the share
ownership of our directors and executives, as well as arrangements involving our employees in our capital, see Item 6. Directors, Senior Management and EmployeesB. Compensation.



136



---

##### Table of Contents

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

Shareholding Structure

The following table shows our shareholding
structure based on the notifications made to the Belgian Banking, Finance and Insurance Commission (the CBFA) and to us on the date specified below by the shareholders specified below in accordance with Article 6 of the Belgian
Law of 2 May 2007 on the disclosure of significant shareholdings in listed companies.

The first seven entities mentioned
in the table act in concert (see Shareholders Arrangements) and hold 842,558,783 of our shares, representing 52.49% of the voting rights attached to our shares outstanding as of 21 December 2010, the date of the most
recent notification.

All of our shares have the same voting rights.



|                                                                                                                                                        |  |                          |             |  |                                                             |  |       |                                |  |  |                   | 
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ----------- |  | ----------------------------------------------------------- |  | ----- | ------------------------------ |  |  | ----------------- | 
|Major shareholders                                                                                                                                      |  | Number ofour shares held |             |  | % of the votingrights attached toour outstandingshares
held |  |       | Date ofnotification ofinterest | 
|Stichting Anheuser-Busch InBev, a stichting incorporated under Dutch law(1)(2)                                                                          |  |                          | 663,074,830 |  |                                                             |  | 41.31 | %                              |  |  | 21 December 2010  | 
|Eugénie Patri Sébastien S.A., a company incorporated under Luxembourg law affiliated to the Stichting that it
jointly controls with BRC S.à.R.L.(2)(3)  |  |                          | 133,467,609 |  |                                                             |  | 8.31  | %                              |  |  | 21 December 2010  | 
|Rayvax Société dInvestissement NV/SA, a company incorporated under Belgian law                                                                         |  |                          | 10          |  |                                                             |  | <0.01 | %                              |  |  | 21 December 2010  | 
|Fonds Voorzitter Verhelst SPRL, a company with a social purpose incorporated under Belgian law                                                          |  |                          | 6,997,665   |  |                                                             |  | 0.44  | %                              |  |  | 21 December 2010  | 
|Fonds InBev-Baillet Latour SPRL, a company with a social purpose incorporated under Belgian law                                                         |  |                          | 5,485,415   |  |                                                             |  | 0.34  | %                              |  |  | 21 December 2010  | 
|BRC S.à.R.L., a company incorporated under Luxembourg law, affiliated to the Stichting that it jointly controls with
Eugénie Patri Sébastien S.A.(2)(4) |  |                          | 33,048,460  |  |                                                             |  | 2.06  | %                              |  |  | 21 December 2010  | 
|Sébastien Holding NV/SA, a company incorporated under Belgian law, affiliated to Rayvax Société
dInvestissement NV/SA, its parent company              |  |                          | 484,794     |  |                                                             |  | 0.03  | %                              |  |  | 21 December 2010  | 
|Anheuser-Busch InBev SA/NV                                                                                                                              |  |                          | 12,006,309  |  |                                                             |  | 0.75  | %                              |  |  | 21 December 2010  | 
|Brandbrew S.A., a company incorporated under Luxembourg law and a subsidiary of Anheuser-Busch InBev                                                    |  |                          | 498,267     |  |                                                             |  | 0.03  | %                              |  |  | 21 December 2010  | 
|Capital Research and Management Company                                                                                                                 |  |                          | 47,828,428  |  |                                                             |  | 2.98  | %                              |  |  | 3 February 2011   | 
|Janus Capital Management LLC                                                                                                                            |  |                          | 46,872,867  |  |                                                             |  | 2.92  | %                              |  |  | 23 March 2010     | 
|Fidelity Management & Research LLC                                                                                                                      |  |                          | 48,561,873  |  |                                                             |  | 3.03  | %                              |  |  | 16 September 2009 | 



Notes:



|(1) | See section Controlling Shareholder. By virtue of their responsibilities as directors of the Stichting, Stéfan Descheemaeker, Arnoud de
Pret Roose de Calesberg, Grégoire de Spoelberch, Alexandre Van Damme, Marcel Herrmann Telles, Jorge Paulo Lemann, Roberto Moses Thompson Motta and Carlos Alberto Sicupira may be deemed, under the rules of the SEC, to be beneficial owners of
our ordinary shares held by the Stichting. However, each of these individuals disclaims such beneficial ownership in such capacity.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | See section Shareholders Arrangements.
|--- | ------------------------------------------



|(3) | By virtue of their responsibilities as directors of Eugénie Patri Sébastien S.A., Stéfan Descheemaeker, Arnoud de Pret Roose de Calesberg,
Grégoire de Spoelberch and Alexandre Van Damme may be deemed, under the rules of the SEC, to be beneficial owners of our ordinary shares held by Eugénie Patri Sébastien S.A. However, each of these individuals disclaims such
beneficial ownership in such capacity.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



137



---

##### Table of Contents

|(4) | Marcel Herrmann Telles, Jorge Paulo Lemann and Carlos Alberto Sicupira have disclosed to us that they control BRC S.à.R.L and as a result, under the rules of the
SEC, they are deemed to be beneficial owners of our ordinary shares held by BRC S.à.R.L. By virtue of his responsibility as a director of BRC S.à.R.L, Roberto Moses Thompson Motta may also be deemed, under the rules of the SEC, to be
the beneficial owner of our ordinary shares held by BRC S.à.R.L. However, Roberto Moses Thompson Motta disclaims such beneficial ownership in such capacity.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the past three years and until the notification made on 21 December 2010, the only significant change of which we have been
notified in the percentage ownership of our shares by our major shareholders described above was as a result of our December 2008 rights offering. In their last disclosure to the CBFA prior to the December 2008 rights offering, on 1 September
2008, the first seven entities in the table above, who act in concert, held 391,112,307 of our shares, representing 63.49% of the voting rights attached to our shares outstanding as of such date. The Stichting similarly notified us on
1 September 2008 that it held 321,712,000 of our shares, representing 52.22% of the voting rights attached to our shares outstanding as of such date.

On 21 December 2010, the first seven entities disclosed that they held 842,558,783 of our shares, representing 52.49% of the voting rights attached to our shares outstanding as of such date. The
Stichting similarly notified us on 21 December 2010 that it held 663,074,830 of our shares, representing 41.31% of the voting rights attached to our shares outstanding as of such date.

U.S. Resident Shareholders

As a number of our shares are held in
dematerialized form, we are not aware of the identity of all our shareholders. As of 11 January 2011, we had 9,327,633 registered shares held by 177 U.S. resident shareholders, representing 0.58% of the voting rights attached to our shares
outstanding as of such date. In addition, Fidelity Management and Research LLC, a U.S. resident holder, notified us on 16 September 2009 that it held 48,561,873 ordinary shares, representing 3.03% of the voting rights attached to our shares
outstanding as of such date, Capital Research and Management Company LLC, a U.S. resident holder, notified us on 3 February 2011 that it held 47,828,428 ordinary shares, representing 2.98% of the voting rights attached to our shares outstanding
as of such date, and Janus Capital Management LLC, also a U.S. resident holder, notified us on 26 March 2010 that it held 46,872,867 ordinary shares, representing 2.92% of the voting rights attached to our shares outstanding as of such date. As
of 31 December 2010, we also had 53,212,016 ADRs outstanding, each representing one ordinary share.

Controlling Shareholder

Our controlling shareholder is the Stichting, a foundation (stichting) organized under the laws of the Netherlands
which represents an important part of the interests of the founding Belgian families of Interbrew (mainly represented by Eugénie Patri Sébastien S.A.) and the interests of the Brazilian families which were previously the controlling
shareholders of AmBev (represented by BRC S.à.R.L).

As of 21 December 2010, the date of its most recent
notification, the Stichting owned 663,074,830 of our shares, which represented a 41.31% voting interest in us based on the number of our shares outstanding as of 21 December 2010. The Stichting and certain other entities acting in concert with
it (see Shareholders Arrangements below) held, in the aggregate, 52.49% of our shares based on the number of our shares outstanding on 21 December 2010. The Stichting is governed by its bylaws and its conditions of
administration.

Shareholders Arrangements

In connection with the combination of Interbrew with AmBev in 2004, BRC S.à.R.L, Eugénie Patri Sébastien S.A., Rayvax Société dInvestissement NV/SA and the
Stichting entered into a shareholders agreement on 2 March 2004 which provides for BRC S.à.R.L and Eugénie Patri Sébastien S.A. to hold their interests in us through the Stichting (except for approximately
133 million of our shares that are held directly by Eugénie Patri Sébastien S.A. and approximately 33 million of our shares that are held directly by BRC S.à.R.L as of 21 December 2010 (see
Shareholding Structure)) and addresses, among other things, certain matters relating to the governance and management of the Stichting and Anheuser-Busch InBev SA/NV as well as the transfer of the Stichting certificates. As of
21 December 2010, BRC S.à.R.L held 331,537,415 class B Stichting certificates (indirectly representing 331,537,415 of our shares) and Eugénie Patri Sébastien S.A. held 331,537,415 class A



138



---

##### Table of Contents

Stichting certificates (indirectly representing 331,537,415 of our shares). The shareholders agreement was amended and restated on 9 September 2009 and has been filed as Exhibit 3.1 to
this Form 20-F.

Pursuant to the terms of the shareholders agreement, BRC S.à.R.L and Eugénie Patri
Sébastien S.A. jointly and equally exercise control over the Stichting and those of our shares held by the Stichting. Among other things, BRC S.à.R.L and Eugénie Patri Sébastien S.A. have agreed that the Stichting will be
managed by an eight-member board of directors and that each of BRC S.à.R.L and Eugénie Patri Sébastien S.A. will have the right to appoint four directors to the Stichting board of directors. At least seven of the eight Stichting
directors must be present in order to constitute a quorum of the Stichting board, and any action to be taken by the Stichting board of directors will, subject to certain qualified majority conditions, require the approval of a majority of the
directors present, including at least two directors appointed by BRC S.à.R.L and two appointed by Eugénie Patri Sébastien S.A. Subject to certain exceptions, all decisions of the Stichting with respect to our shares held by it,
including how such shares will be voted at our shareholders meetings, will be made by the Stichting board of directors.

The shareholders agreement requires the Stichting board of directors to meet prior to each of our shareholders meetings to
determine how those of our shares held by the Stichting will be voted.

The shareholders agreement as amended provides
for restrictions on the ability of BRC S.à.R.L and Eugénie Patri Sébastien S.A. to transfer their Stichting certificates (and consequently their shares in us held through the Stichting).

In addition, the shareholders agreement requires Eugénie Patri Sébastien S.A., BRC S.à.R.L and their permitted
transferees under the shareholders agreement whose shares in us are not held through the Stichting to vote their shares in us in the same manner as our shares held by the Stichting and to effect any transfers of their shares in us in an
orderly manner of disposal that does not disrupt the market for our shares and in accordance with any conditions established by us to ensure such orderly disposal. In addition, under the shareholders agreement, Eugénie Patri
Sébastien S.A. and BRC S.à.R.L agree not to acquire any shares of AmBevs capital stock, subject to limited exceptions.

Pursuant to the shareholders agreement, the Stichting board of directors proposes to our shareholders meeting for approval the nomination of eight directors to our Board of Directors, among
which each of BRC S.à.R.L and Eugénie Patri Sébastien S.A. have the right to nominate four directors. In addition, the Stichting board of directors proposes the nomination of four to six directors to our Board who are
independent of shareholders.

The shareholders agreement will remain in effect for an initial term of 20 years
starting from 27 August 2004. Thereafter, it will be automatically renewed for successive terms of 10 years each unless, not later than two years prior to the expiration of the initial or any successive 10-year term, either BRC
S.à.R.L or Eugénie Patri Sébastien S.A. notifies the other of its intention to terminate the shareholders agreement.

In addition, the Stichting has entered into a voting agreement with Fonds InBev-Baillet Latour SPRL and Fonds Voorzitter Verhelst SPRL, a copy of which has been filed as Exhibit 3.2 to this Form 20-F.
This agreement provides for consultations between the three bodies before any of our shareholders meetings to decide how they will exercise the voting rights attached to our shares. Under this voting agreement, consensus is required for all
items that are submitted to the approval of any of our shareholders meetings. If the parties fail to reach a consensus, the Fonds InBev-Baillet Latour SPRL and Fonds Voorzitter Verhelst SPRL will vote their shares in the same manner as the
Stichting. This agreement will expire on 16 October 2016, but is renewable.

B. RELATED PARTY TRANSACTIONS

AB InBev Group and Consolidated Entities

We engage in various transactions with affiliated entities which form part of the consolidated AB InBev Group. These transactions include, but are not limited to: (i) the purchase and sale of raw
material with affiliated entities, (ii) entering into distribution, cross-licensing, transfer pricing, indemnification, service and other agreements with affiliated entities, (iii) intercompany loans and guarantees, with affiliated
entities, (iv) import



139



---

##### Table of Contents

agreements with affiliated entities, such as the import agreement under which Anheuser-Busch imports our European brands into the United States, and (v) royalty agreements with affiliated
entities, such as our royalty agreement with one of our United Kingdom subsidiaries related to the production and sale of our Stella Artois brand in the United Kingdom. Such transactions between Anheuser-Busch InBev SA/NV and our subsidiaries are
not disclosed in our consolidated financial statements as related party transactions because they are eliminated on consolidation. A list of our principal subsidiaries is shown in note 36 AB InBev Companies to our audited consolidated
financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010.

Unrealized
gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of our interest in the entity. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no
evidence of impairment. Transactions with associates and jointly controlled entities are discussed further below.

Where these
are eliminated on consolidation, transactions between Anheuser-Busch InBev SA/NV and our subsidiaries are not disclosed in our consolidated financial statements as related party transactions. A list of our principal subsidiaries is shown in note 36
AB InBev Companies to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010.

Transactions with Directors and Executive Board of Management Members (Key Management Personnel)

Total compensation of our directors and executive board of management included in our income statement for 2010 set out below can be detailed as follows:



|                             |  |                             |   |  |                          |  |    | 
|---------------------------- |  | --------------------------- | - |  | ------------------------ |  | -- | 
|                             |  | Year ended 31 December 2010 |  
|                             |  | Directors                   |   |  | ExecutiveBoardManagement | 
|                             |  | (USD millions)              |  
|Short-term employee benefits |  |                             | 4 |  |                          |  | 35 | 
|Post-employment benefits     |  |                             |  |  |                          |  | 2  | 
|Share-based payments         |  |                             | 5 |  |                          |  | 43 | 
|                             |  |                             |   |  |                          |  |    | 
|Total                        |  |                             | 9 |  |                          |  | 80 | 
|                             |  |                             |   |  |                          |  |    | 

In addition to short-term employee benefits (primarily salaries), our executive board of management members
are entitled to post-employment benefits. More particularly, members of the executive board of management participate in the pension plan of their respective country. See also note 25 Employee benefits and note 33 Related
parties to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010. In addition, key management personnel are eligible for our Share-Based Payment Plan and/or our
exchange of share ownership program. See also Item 6. Directors, Senior Management and EmployeesB. Compensation and note 26 Share-based payments to our audited consolidated financial statements as of
31 December 2010 and 2009, and for the three years ended 31 December 2010.

Directors compensation consists
mainly of directors fees (tantièmes). Key management personnel were not engaged in any transactions with the Company and did not have any significant outstanding balances with the Company.

Loans to directors

Under the terms of our Corporate Governance Charter, we are prohibited from making loans to our directors or members of our executive board of management. A 10 million Belgian franc (USD 331,235)
loan was granted by us to Stéfan Descheemaeker, bearing no interest. The loan was part of the compensation package awarded to Mr. Descheemaeker when he joined us as Vice-President Industrial Strategy and Partnerships. The repayment
schedule for the loan is 10 annual payments of EUR 24,789 (USD 33,123) from 2001. The maximum



140



---

##### Table of Contents

amount outstanding in the last three financial years was EUR 99,158 (USD 132,495) in 2008. As of the date of this Form 20-F, there are no amounts outstanding and the loan has been repaid in full.

Consulting Agreement

In connection with the Anheuser-Busch merger, we and Mr. Busch IV entered into a consulting agreement which became effective as of the closing of the Anheuser-Busch merger and will continue until
31 December 2013, substantially on the terms described below. In his role as consultant, Mr. Busch IV will, at the request of our Chief Executive Officer, provide advice to us on Anheuser-Busch new products and new business opportunities;
review Anheuser-Busch marketing programs; meet with retailers, wholesalers and key advertisers of Anheuser-Busch; attend North American media events; provide advice with respect to Anheuser-Buschs relationship with charitable organizations and
the communities in which it operates; and provide advice on the taste, profile and characteristics of the Anheuser-Busch malt-beverage products.

Under the terms of the consulting agreement, as contemplated, at the time of the Anheuser-Busch acquisition, Mr. Busch IV received a lump sum cash payment equal to USD 10,350,000, less any
applicable withholding. During the term of the consulting agreement, Mr. Busch IV will be paid a fee of approximately USD 120,000 per month. In addition, Mr. Busch IV will be provided with an appropriate office in St. Louis,
Missouri, administrative support and certain employee benefits that are materially similar to those provided to full-time salaried employees of Anheuser-Busch. He is also to be provided with personal security services through 31 December 2011
(in St. Louis, Missouri) in accordance with Anheuser-Buschs past practices including an income tax gross-up and with complimentary tickets to Anheuser-Busch sponsored events. Mr. Busch IV is also eligible for a gross-up payment under
Section 280G of the U.S. Internal Revenue Code of 1986, as amended, (estimated to be approximately USD 11.1 million) on various change in control payments and benefits to which he is entitled in connection with the Anheuser-Busch
merger. Such Code Section 280G gross-up payments are payments which, after the imposition of certain taxes, will equal the excise tax imposed on such change of control payments and benefits to which Mr. Busch IV is entitled.

Mr. Busch IV is subject to restrictive covenants relating to non-competition and non-solicitation of employees and customers which
are in effect for the duration of the consulting agreement and a confidentiality covenant. The parties are subject to a mutual non-disparagement covenant.

If terminated by reason of a notice given by Mr. Busch IV, he would no longer be entitled to any rights, payments or benefits under the consulting agreement (with the exception of accrued but unpaid
consulting fees, business expense reimbursements, any Code Section 280G gross-up payment, indemnification by us, and continued office and administrative support for 90 days following termination of the agreement) and the non-compete and
non-solicitation restrictive covenants would survive for two years following termination of the consulting agreement (but not beyond 31 December 2013). If terminated by reason of a notice given by us for any reason other than for
cause, Mr. Busch IV would continue to have all rights (including the right to payments and benefits) provided for in the consulting agreement and will continue to be bound by the non-compete and non-solicitation restrictive
covenants through 31 December 2013.

Mr. Busch IV will generally be indemnified by us from and against all claims
arising from the performance of his duties as a consultant for the term of the consulting agreement. In addition, we and Mr. Busch IV have executed a mutual release of claims regarding all pre-closing matters.

Jointly Controlled Entities

We report our interests in jointly controlled entities using the line-by-line reporting format for proportionate consolidation. Significant interests we hold in joint ventures include two distribution
entities in Canada, two entities in Brazil, one in China and one in the United Kingdom. None of these joint ventures are material to us. Aggregate amounts of our interests in such entities are as follows:



141



---

##### Table of Contents

|                                      |  |                        |     | 
|------------------------------------- |  | ---------------------- | --- | 
|                                      |  | As of 31 December 2010 |    
|                                      |  | (USD million)          |    
|Non-current assets                    |  |                        | 113 | 
|Current assets                        |  |                        | 69  | 
|Non-current liabilities               |  |                        | 99  | 
|Current liabilities                   |  |                        | 217 | 
|Result from operations                |  |                        | 11  | 
|Profit attributable to equity holders |  |                        | 1   | 

Transactions
with Associates

Our transactions with associates were as follows:



|                    |  |                             |    | 
|------------------- |  | --------------------------- | -- | 
|                    |  | Year ended 31 December 2010 |   
|                    |  | (USD million)               |   
|Revenue             |  |                             | 36 | 
|Non-current assets  |  |                             |   | 
|Current assets      |  |                             | 8  | 
|Current liabilities |  |                             | 11 | 

Revenue from
associates primarily consists of sales to distributors in which we have a non-controlling interest.

Transactions with
Pension Plans

Our transactions with pension plans mainly consisted of USD 4 million revenue from pension plans in
the U.S. and USD 5 million revenue from pension plans in Brazil.

Transactions with Government-related Entities

Our transactions with government-related entities mainly consisted of USD 2 million of current liabilities to
local governments in China.

Indemnification Agreement

In the context of the U.S. Department of Justices antitrust review of the Anheuser-Busch acquisition, we entered into an
indemnification agreement with AmBev on 13 November 2008, pursuant to which we agreed to indemnify AmBev under certain circumstances arising from the perpetual license of Labatt branded beer to KPS Capital Partners, LP for consumption in the
United States and the interim supply of Labatt branded beer to KPS Capital Partners, LP for consumption in the United States.

Grant Farm Lease Agreement

We lease approximately 267 acres located in St. Louis County, Missouri and certain other property, in part from a trust established for the benefit of certain heirs of the founder of Anheuser-Busch
Companies, Inc., the late August A. Busch, Jr., and in part from Grants Farm Manor, Inc., a corporation owned by Andrew Busch. These leasing arrangements were entered into at arms-length. In 2010, we paid USD 2.6 million under these lease
arrangements.

The beneficiaries of the trust are considered immediate family members of August Busch IV, who is a member of
our board, but August Busch IV is not a beneficiary of the trust. Andrew Busch, the owner of Grants Farm Manor, Inc. is the stepuncle of August Busch IV.

The Grants Farm facility (under lease from the trust) is used extensively by us for advertising and public relations purposes, for public tours, and for corporate entertaining. Grants Farm is
one of St. Louis most popular



142



---

##### Table of Contents

tourist attractions. The lease arrangements for Grants Farm require us to pay a fixed annual rent and a percentage of income generated from on-site concession operations.

The lease arrangements with Grants Farm Manor, Inc. are for the housing and breeding of our Clydesdale horses. We are required to
reimburse maintenance and certain other expenses associated with each of the leased properties. We have certain rights of first refusal and other limited purchase rights relating to the Grants Farm land and some of the leased personal
property, and to a private residence situated within the leased premises and certain personal property associated with the residence.

Distribution Agreements

We have agreements, entered into at arms-length,
with Busch Distributing Company, LLC, d/b/a Krey Distributing Company (Krey), Southern Eagle Distributing, Inc. (Southern Eagle), and Busch-Transou LC d/b/a Tri-Eagle Sales (Tri-Eagle) for the distribution of malt
beverage products in St. Charles County, Missouri, Fort Pierce, Florida, and Midway, Florida, respectively. These entities are controlled by persons considered immediate family members of August Busch IV, who is a member of our board. During 2010,
these entities paid us USD 36.2 million,USD 36.6 million and USD 30.4 million for the purchase of products and wholesaler related services.

Krey is owned by Steven Busch, the half brother of August Busch IV. The President and majority owner of Southern Eagle is Peter William Busch, the uncle of August Busch IV. Tri-Eagle is owned by Tripp and
Susan Busch Transou, the brother-in-law and sister of August Busch IV.

Payment for right to acquire assets of Missouri
wholesaler

On 30 December 30 2010, Krey paid us USD 3,046,750 for the right to purchase certain assets owned by
Missouri Eagle, LLC including malt beverage distribution rights for Montgomery County, Missouri, Warren County, Missouri and a portion of St. Charles County, Missouri. This transaction was conducted at arms-length.

Airplane hangars

On 12 March 2010, we sold two airplane hangars and related assets to Spirit Flight East, LLC and Spirit Flight West, LLC, two entities controlled by Stephen Busch, for USD 7,300,000. We also leased
hangar and related space to those entities for a term of five years at an initial annual rent of USD 130,000. Mr. Busch is the brother of August Busch IV. This transaction was conducted at arms-length.



143



---

##### Table of Contents

|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------

A. CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

Consolidated Financial Statements.

See Item 18. Financial Statements. For a discussion of our export sales, see Item 5. Operating and Financial
Review.

Legal and Arbitration Proceedings

Litigation is subject to uncertainty and we and each of our subsidiaries named as a defendant believe, and have so been advised by counsel handling the respective cases, that we have valid defenses to the
litigation pending against us, as well as valid bases for appeal of adverse verdicts, if any. All such cases are, and will continue to be, vigorously defended. However, we and our subsidiaries may enter into settlement discussions in particular
cases if we believe it is in our best interests to do so. Except as set forth herein, there have been no governmental, judicial or arbitration proceedings (including any such proceedings which are pending or threatened against us or our subsidiaries
of which we are aware) during a period between 1 January 2010 and the date of this Form 20-F which may have, or have had in the recent past, significant effects on our financial position and profitability.

Anheuser-Busch InBev SA/NV

We have received notice of claims relating to the use by Cerveceria Bucanero S.A., a joint venture in which we participate in Cuba, of a trademark which is alleged to have been confiscated by the Cuban
government and trafficked by us through our ownership and management of Cerveceria Bucanero S.A. Although we have attempted to review and evaluate the validity of the claims, due to the uncertain underlying circumstances, we are currently unable to
express a view as to the validity of such claims, or as to the standing of the claimants to pursue them.

Budweiser
Trademark Litigation

We are involved in a longstanding trademark dispute with the brewer Budejovicky Budvar, n.p. located
in Ceske Budejovice, Czech Republic. This dispute involves the BUD and BUDWEISER trademarks and includes actions pending in national trademark offices as well as courts. There are approximately 75 actions pending in nearly 25 jurisdictions. While
there are a significant number of actions pending, taken in the aggregate, the actions do not represent a material risk to our financial position or profitability.

AmBev and its Subsidiaries

Tax Matters

As of 31 December 2010, AmBev had several tax claims pending in Brazil, including judicial and administrative proceedings. Most of
these claims relate to ICMS (Imposto sobre Circulação de Mercadorias e Serviços, which is a state value-added tax levied on goods and services), the IPI excise tax, and income tax and social contributions. As of 31 December
2010, AmBev had made provisions of 310 million reais (USD 186.0 million) in connection with those tax proceedings for which it believes there is a probable chance of loss.

Among the pending tax claims, there are claims filed by AmBev against Brazilian tax authorities alleging that certain taxes are
unconstitutional. Such tax proceedings include claims for income taxes, ICMS, IPI and revenue taxes (PIS and COFINS). As these claims are contingent on obtaining favorable judicial decisions, the corresponding assets which
might arise in the future are only recorded once it becomes certain that AmBev will receive the amounts previously paid or deposited.



144



---

##### Table of Contents

As of 31 December 2010, there were also tax proceedings with a total estimated possible
risk of loss of 6.1 billion reais (USD 3.7 billion).

In order to carry out certain activities, including obtaining BNDES
financings (that is, by Banco Nacional de Desenvolvimento Econômico e Social, a Brazilian state-owned development bank), certain tax incentives or registering the sale of real estate, AmBev, in common with other Brazilian companies, is
required to obtain federal and state tax and social security good standing certificates, which are normally valid for six months. In circumstances in which such certificates are not issued by the competent authority on the basis of the existence of
tax claims that AmBev believes are without merit or need further information, it has sought court injunctions requesting such certificates to be issued. As of 31 December 2010, AmBev had court bonds (cartas de fiança) issued in
connection with such injunctions in the amount of approximately 270 million reais (USD 162.0 million). Court bonds are a means provided for by Brazilian law to guarantee amounts under dispute in a given litigation, including the request for
injunctive relief. In the event that AmBev loses the litigation, the court bond will be used to pay the amounts owed by AmBev and AmBev will have to reimburse the financial institution that issued such court bond.

Value Added Tax, Excise Tax and Taxes on Net Sales

During 1999, legislation came into effect requiring Brazilian companies to pay PIS and COFINS not only on sales and services net sales, but also on financial income. AmBev has not been paying PIS and
COFINS as required by such law, as it has obtained injunctions permitting the non-payment of these additional taxes on the basis that such legislation is unconstitutional. In November 2005, a leading case unrelated to AmBev was adjudicated by the
Brazilian Supreme Court in favor of taxpayers. As of 31 December 2010, AmBev had provisions in connection with cases still pending in the amount of 58 million reais (USD 34.8 million).

AmBev currently is party to legal proceedings with the State of Rio de Janeiro where it is challenging such States attempt to
assess ICMS with respect to irrevocable discounts granted by AmBev in January 1996 and February 1998. These proceedings are currently before the Superior Court of Justice and the Brazilian Supreme Court, and involve the amount of approximately
293 million reais (USD 175.8 million) as of 31 December 2010, which AmBev has treated as a possible loss. Such estimate is based on reasonable assumptions and assessments of management, but should AmBev lose such proceedings the expected
net impact on its statement of operations would be an expense for this amount.

AmBev received tax assessments from the State
of São Paulo in the amount of approximately 97 million reais (USD 58.2 million) (updated as of 31 December 2010), challenging the legality of tax credits arising from an existing tax incentive of AmBev in the State of Santa
Catarina. Moreover, AmBev cannot rule out the possibility of other Brazilian states issuing similar tax assessments related to AmBevs tax incentive granted by the State of Santa Catarina.

The State of São Paulo has also challenged in the Brazilian Supreme Court laws enacted by other Brazilian states upon which
certain of the above benefits have been granted, on the basis that they constitute tax benefits created without certain approvals required under Brazilian tax laws and regulations, which would render such state laws unconstitutional. Although the
Brazilian Supreme Court, in a case unrelated to AmBev, has already declared part of State of Parás benefit law unconstitutional, almost every state has specific legislation on this topic and even the State of Pará may still grant
benefits which were not covered in the decision. In this sense, insofar as the tax benefits are granted based on valid state legislation and the operational requirements are met, most companies apply for and use these benefits when granted.

Between 2000 and 2004, certain third-party distributors of Londrina Bebidas, Ltda (formerly Cintra)
(Londrina) obtained preliminary injunctions permitting the non-payment of the IPI. These preliminary injunctions were revoked between 2002 and 2005, and as a result, tax authorities assessed Cintra for the payment of IPI during
the period in which IPI was not collected by the third-party distributors. As of 31 December 31 2010, Londrina had a provision of 17 million reais (USD 10.2 million) with respect to such claims.



145



---

##### Table of Contents

Income Tax and Social Contribution

Beginning in 1997, an amendment to the tax laws confirmed the deductibility of interest on shareholders equity for social
contribution and income tax purposes. Companhia Cervejaria Brahma, which has since been succeeded in a series of corporate restructuring transactions by AmBev, filed a lawsuit with the Federal Courts of the State of Rio de Janeiro requesting the
recovery of social contribution taxes previously paid for the fiscal year of 1996. The Federal Court granted Companhia Cervejaria Brahma an injunction recognizing the deductibility of payment of interest on shareholders equity and, as a
result, allowed Companhia Cervejaria Brahma to suspend the payment of social contribution amounts owed in 1999 up to the amount not deducted in 1996 (approximately 51.6 million reais (USD 31.0 million) as of 31 December 2010).
Notwithstanding the aforesaid suspension of social contributions payment, the tax authority filed an administrative proceeding against Companhia Cervejaria Brahma claiming the payment of such amount. Companhia Cervejaria Brahma presented its
defense and is waiting for a final decision by the administrative court. Meanwhile, in April 2001, the Federal Appellate Court reversed the Federal Courts injunction. Though AmBev appealed to the Brazilian Supreme Court in April 2002, its
appeal was denied. The provision made in connection with this case was reversed in 2009 as external counsel established that even if AmBev loses the administrative proceeding, the tax authority would not be entitled to collect the respective
amounts, due to the fact that the tax authority has indirectly consented, in a different proceeding, to the deductibility of payment of interest on shareholders equity made by AmBev in 1996.

AmBev profits generated abroad

Certain subsidiaries of AmBev received a number of assessments from Brazilian federal tax authorities relating to profits of its foreign subsidiaries, in the total amount, at that time, of approximately
2.9 billion reais (USD 1.7 billion). In December 2008, the Administrative Court decided one of the tax assessments relating to earnings of AmBevs foreign subsidiaries. This decision was partially favorable to AmBev, and AmBev can still appeal.
After this decision, it has estimated the total exposures of possible losses in relation to these assessments to be approximately 3.0 billion reais (USD 1.8 billion) as of 31 December 2010.

Tax Loss Offset

AmBev and certain of its subsidiaries received a number of assessments from Brazilian federal tax authorities relating to the consumption of income tax losses in relation to company mergers. AmBev
estimates the total exposures of possible losses in relation to these assessments to be approximately of 372.3 million reais (USD 223.4 million), as of 31 December 2010.

Labatt tax matters

Labatt was assessed by the Canada Revenue Agency for the interest rate used in certain related-party debts and related-party transactions, and other transactions existing prior to the merger of Labatt
into AmBev. These issues were settled in April 2010 for CAD 123 million (USD 123.4 million) of the estimated exposure of CAD 218.0 million (USD 218.7 million) at December 31, 2009. Part of the amount settled, corresponding to
transactions made prior to the merger of Labatt into Ambev, was reimbursed by Anheuser-Busch InBev SA/NV. In relation to the same issue, Labatt received another tax assessment on its valuations of intercompany transactions amounting to CAD 153
million (USD 153.5 million). The company is appealing this tax assessment. In the event Labatt would be required to pay these amounts, the totality will be reimbursed by Anheuser-Busch InBev SA/NV.

Tax Amnesty and Refinancing Program

In 2009, AmBev elected to enroll in the Tax Amnesty and Refinancing Program, introduced by Brazilian Federal Law 11,941/09, with respect to some of its current tax lawsuits. Under this program, AmBev
plans to pay an amount of approximately 374.8 million reais (USD 224.9 million) in 180 monthly installments.



146



---

##### Table of Contents

Labor Matters

As of 31 December 2010, AmBev was involved in approximately 4,440 legal proceedings with former and current employees, mainly
relating to overtime, dismissals, severance, health and safety premiums, supplementary retirement benefits and other matters, all of which are awaiting judicial resolution. AmBev has made provisions totaling 224.3 million reais (USD 134.6
million) as of 31 December 2010. In Brazil, where AmBev is involved in 4,176 legal proceedings, it is not unusual for a company to be a defendant in a large number of labor claims.

As of 31 December 2010, AmBev had approximately 13 claims made by the Brazilian National Institute for Social Security with an
aggregate exposure of 74 million reais (USD 44.4 million). These claims are classified as having a possible chance of loss and claim, among other things, that AmBev should have paid social security contributions in relation to bonus payments
and payments to third-party service providers.

Civil Claims

As of 31 December 2010, AmBev had 4,846 civil claims pending in Brazil, including distributors and product-related claims. AmBev is
the plaintiff in 1,634 and the defendant in 3,212 of these claims. AmBev has established provisions totaling 39.8 million reais (USD 23.9 million) as of 31 December 2010 in connection with civil claims.

AmBev is a party to a tortious interference claim brought by its competitor Schincariol whereby Schincariol seeks damages in the range of
100 million reais (USD 60.0 million) from AmBev, claiming that AmBev signed up entertainer Zeca Pagodinho while he was still contractually bound with Schincariol. On 20 July 2007, the lower courts of the State of São Paulo denied
Schincariols claim, and Schincariol filed an appeal on 24 August 2007.

Warrants

In 2002, AmBev decided to request a ruling from the CVM (Comissão de Valores Mobiliários, the Securities and Exchange
Commission of Brazil) in connection with a dispute between AmBev and some of its warrant holders regarding the criteria used in the calculation of the strike price of certain AmBev warrants. In March and April 2003, the CVM ruled that the criteria
used by AmBev to calculate the strike price were correct. In response to the CVMs final decision and seeking to reverse it, some of the warrant holders filed separate lawsuits before the courts of São Paulo and Rio de Janeiro.

Although the warrants expired without being exercised, the warrant holders claim that the strike price should be reduced to
take into account the strike price of certain stock options granted by AmBev under its Stock Ownership Program, as well as for the strike price of other warrants issued in 1993 by Companhia Cervejaria Brahma.

AmBev has been notified of seven claims from 12 holders arguing that they would be entitled to those rights. One of them was ruled in
favor of AmBev by the appellate court of the State of São Paulo. Another claim is still awaiting final rulings by the same court. A third one was settled. Of the four other claims, one is awaiting a decision in the first instance and three
were ruled against AmBev in the appellate court of the State of Rio de Janeiro. AmBev appealed to the Superior Court of Justice with respect to the final decisions issued by the appellate court of the State of Rio de Janeiro, but the appeals were
denied by the Reporting Judge of the Superior Court of Justice. AmBev has recently appealed with respect to these decisions and a final decision will be ruled by a group of judges from the same court. One of the judges in this group, who was also
the previously mentioned Reporting Judge, has already confirmed his vote against AmBevs appeal. The warrant holders whose claim was denied by the appellate court of the State of São Paulo have appealed to the Superior Court of Justice.

In the event the plaintiffs prevail in the above six pending proceedings, AmBev believes that the corresponding economic
dilution for the existing shareholders would be the difference between the market value of the shares at the time they are issued and the value ultimately established in liquidation proceedings as being the subscription price pursuant to the
exercise of the warrants. AmBev believes that the warrants which are the object of those six proceedings represented, on 31 December 2010, 27,684,596 preferred and 6,881,719 common shares that would be issued at a value substantially below fair
market value, should claimants ultimately prevail.



147



---

##### Table of Contents

AmBev has filed counterclaims to six of these lawsuits. One of those counterclaims is still
awaiting final ruling by the appellate court of the State of São Paulo. Of the five other counterclaims, one was settled, three were ruled against AmBev in the appellate court of the State of Rio de Janeiro, and one was ruled against AmBev in
the appellate court of the State of São Paulo. AmBev has already appealed to the Superior Court of Justice with respect to the final decisions issued by the appellate courts of the States of Rio de Janeiro and São Paulo, except for one
of the rulings rendered by the appellate courts of the State of Rio de Janeiro, which, therefore, is a final decision. AmBevs appeals concerning the decisions issued by the appellate court of the State of Rio de Janeiro were denied by the
Reporting Judge of the Superior Court of Justice and, as a result of that, AmBev has appealed with respect to such decisions. Final decision on these cases should be ruled by a group of judges from the same court. One of the judges in this group,
who was also the previously mentioned Reporting Judge, has confirmed his vote against the appeal.

Based on advice from
external counsel, AmBev believes that its chances to prevail on these claims and on the counterclaims are possible. However, no assurance can be given that the unfavorable decisions to AmBev rendered so far may be reversed by the appellate courts or
the Superior Court of Justice. As these disputes are based on whether AmBev should receive as a subscription price a lower price than the price that it considers correct, a provision of amounts with respect to these proceedings would only be
applicable with respect to legal fees and past dividends.

Distributors and Product-Related Claims

Numerous claims have been filed in Brazil against AmBev by former distributors whose contracts were terminated. Most claims are still
under review by first instance and state Appellate Courts, and a few are currently being reviewed by the Superior Court of Justice.

AmBev has established provisions in the amount of 28.3 million reais (USD 17.0 million) in connection with these claims as of 31 December 2010, based on the advice of external legal counsel.

Antitrust Matters

Investigations

AmBev currently has a number of antitrust
investigations pending against it before Brazilian antitrust authorities.

Tô Contigo

On 22 July 2009, Conselho Administrativo de Defesa Econômica (CADE) issued its ruling in connection with a
proceeding initiated in 2004 as a result of a complaint filed by Schincariol that had, as its main purpose, the investigation of AmBevs conduct in the market, in particular AmBevs customer loyalty program known as Tô
Contigo and which is similar to airline frequent flyer and other mileage programs.

During its investigation, the
Secretariat of Economic Law of the Ministry of Justice (SDE) concluded that the program should be considered anticompetitive unless certain adjustments were made. These adjustments have already been substantially incorporated into
the current version of the program. The SDE opinion did not threaten any fines and recommended that the other accusations be dismissed. After the SDE opinion, the proceeding was sent to CADE, which issued a ruling that, among other things, imposed a
fine in the amount of 352.7 million reais (USD 211.7 million).

AmBev has challenged CADEs decision before the
federal courts, which have ordered the suspension of the fine and other parts of the decision upon our posting of a guarantee. AmBev has already rendered a court bond (carta de fiança) for this purpose and the decision is partially suspended.

On 29 March 2011, and following a determination included in the abovementioned CADE decision, the SDE initiated
investigations to determine whether individuals should also be held responsible for the Tô Contigo



148



---

##### Table of Contents

practices, including Bernardo Pinto Paiva, currently Zone President of Latin America South and Ricardo Tadeu Almeida Cabral de Soares, currently Sales Executive Officer of AmBev.

Kaiser

On 2 April 2007, Cervejaria Kaiser, which is currently the third largest beer producer in Brazil and part of the FEMSA Group, filed a complaint with Brazilian antitrust authorities alleging that
AmBevs cooler programs and exclusivity agreements constituted anti-competitive practices, and also that AmBev launched two counter brands (Puerto del Sol and Puerto del Mar) in connection with the entry of Kaisers product Sol Pilsen in
2006. On 9 December 2008, the SDE registered two administrative proceedings to investigate the alleged practices. AmBevs preliminary responses were filed before SDE on 18 February 2009.

630ml Bottle

On 3 April 2008, the Brazilian Association of Carbonated Soft Drinks Manufacturers, the Brazilian Association of Beverages, which is composed of Schincariol and Petrópolistwo large
competitors in Brazil  and Cervejaria Imperial (a small Brazilian beverage company), filed complaints with Brazilian antitrust authorities challenging AmBevs 630ml returnable bottle launched under the Skol brand in the State of Rio de
Janeiro and under the Bohemia brand in the State of Rio Grande do Sul. On 17 April 2008, Cervejarias Kaiser also filed a complaint with the Brazilian antitrust authorities challenging the Skol bottle. These competitors claim that AmBev should
be prevented from launching the new exclusive 630ml bottle and should be compelled to continue to use the standard 600ml returnable bottle used by all other producers. On 27 May 2008, SDE issued an injunction prohibiting the use of the new
630ml bottle by AmBev. As a result of AmBevs appeal against the SDE injunction, on 23 July 2008, CADE allowed AmBev to use the 630ml bottle in the States of Rio de Janeiro and Rio Grande do Sul, as long as AmBev maintains a system to
change the 630ml bottles acquired by its competitors for 600ml bottles. On 3 November 2010, CADE unanimously approved a settlement where AmBev agreed to cease, until 1 August 2011, the use of exclusive 630ml returnable bottles and to
maintain a system to exchange such bottles with competitors and points of sale until 1 February 2012. No financial contributions were made by AmBev in connection therewith.

1L Bottle

On 20 August 2009, the Brazilian Association of Beverages filed a complaint with the Brazilian antitrust authorities challenging AmBevs new proprietary 1L returnable bottle launched under its
main brands. The Association claims that AmBevs new 1L bottle would cause the standard 600ml bottle exchange system to cease to exist, therefore artificially increasing the costs of competitors and restricting their access to the points of
sale. In response, on 14 September 2009, AmBev submitted preliminary clarifications to the SDE arguing for the economic rationale and the benefits to the consumer deriving from the 1L format. On 28 October 2009, SDE decided to initiate an
Administrative Proceeding against AmBev to further investigate the issue. In its note initiating the proceedings, the SDE stated that although it believes that market producers are in principle free to decide whether or not to participate in a
standard bottle exchange system, it wanted to further investigate whether the manner pursuant to which AmBev was allegedly introducing the 1L bottle could potentially create lock-in effects. On 24 December 2010, SDE issued its opinion
recommending the dismissal of the case stating that: (i) AmBev is free to decide whether or not it participates in a common bottle exchange system, (ii) AmBev is not required to help competitors, and (iii) innovation developments
 including new bottles  are pro-competitive. This case shall now be decided by CADE.

Others

In April 2007, the Brazilian Association of Carbonated Soft Drinks Manufacturers filed a complaint with the Brazilian
antitrust authorities alleging that AmBev engaged in the following anticompetitive practices: (i) predatory prices; (ii) restriction of competitors access to shelf space in supermarkets; (iii) exclusivity agreements with
strategic points of sales; and (iv) adoption of a proprietary reusable glass bottle. In August 2009, SDE initiated a preliminary inquiry to investigate these alleged practices. The case is still under the analysis of SDE, which will decide
whether or not to initiate an administrative proceeding to further investigate AmBev.



149



---

##### Table of Contents

In July 2007, CADE forwarded to SDE for further investigation a complaint issued by
Globalbev Bebidase Alimentos Ltda. alleging that AmBev was restricting competitors access to the shelf space in supermarkets. In August 2009, SDE initiated a preliminary inquiry to investigate this supposed anticompetitive practice. The case
is still under the analysis of SDE, which will decide whether or not to initiate an administrative proceeding to further investigate AmBev.

After the approval of the acquisition of Cintra (currently Londrina) in 2008 (see AmBev and its SubsidiariesMerger Control), SDE initiated an administrative proceeding to
investigate the closing in 2009 of a Cintra plant in the city of Mogi-Mirim, in the State of São Paulo. The SDE wants to investigate whether, after the acquisition, the industrial capacity of Cintra was reduced, contrary to information
provided by AmBev to SDE during the report of the Cintra acquisition. AmBev already informed SDE about the rationale for the closure of the Mogi-Mirim plant and that the overall capacity of Cintra has increased substantially after its acquisition by
AmBev.

CVM

Caixa de Previdência dos Funcionários do Banco do BrasilPREVI, a Brazilian pension fund which is one of AmBevs largest minority shareholders, filed an administrative
complaint against AmBev with the CVM in April 2004 alleging abuse of position by AmBevs controlling shareholders and breach of fiduciary duty by AmBevs directors in connection with the approval of the merger between Interbrew and AmBev
(the InBev-AmBev Transactions), appropriation of commercial opportunity and inadequate disclosure. The complaint requested, among other things, that the CVM render an opinion contesting the legality of the transactions and
intervene to prevent the closing of the Incorporação. The CVM ruled in December 2004 that (i) there was no basis to conclude that there had been an abuse of position by the controlling shareholders or conflict of interests
in relation to them, and (ii) that there was no indication of an appropriation of a commercial opportunity by the directors of AmBev, without prejudice to any further investigation that the staff of the CVM might conduct, as appropriate.
Moreover, the CVM expressed its opinion that one director involved in the InBev-AmBev Transactions could not have intervened in the AmBev board resolutions related thereto, recommending further investigations by the staff. The CVM recommended also
that the staff investigate the exercise of the duty of care of other directors during the decision process and the adequacy of the disclosure proceeding of the transactions by AmBevs officers. The CVM requested certain information related to
the InBev-AmBev Transactions. On 6 May 2009, AmBev was informed that the CVM had initiated formal complaints against certain AmBev directors and officers regarding the aforementioned investigations, including Marcel Herrmann Telles, Jorge Paulo
Lemann, Carlos Alberto Sicupira and Felipe Dutra. AmBevs directors and officers presented their defenses on 17 August 2009. On 8 March 2010, the CVM published its official decision accepting settlement proposals pursuant to which the
regulatory inquiry was closed without a decision on the merits, subject to the payment of: (i) 0.3 million reais (USD 0.2 million) by each of Messrs. Lemann and Telles; (ii) 3.0 million reais (USD 1.8 million) by
Mr. Sicupira; (iii) 0.4 million reais (USD 0.2 million) by Mr. Dutra; and (iv) 1 million reais (USD 0.6 million) in aggregate by other members of the Board of Directors of AmBev. The settlement did not entail the
recognition of any wrongdoing on the part of any person involved, whether express or implied, nor did it amount to an admission as to any of the alleged facts described in the regulatory inquiry.

The CVM also initiated an administrative proceeding in October 2008 in which it alleges that certain shareholders, members of the board
of directors and officers of AmBev (including Marcel Herrmann Telles, Jorge Paulo Lemann, Carlos Alberto Sicupira and Felipe Dutra) violated Brazilian Corporate Law and CVM rules, relating to (i) the potential use of privileged information in
relation to the trading of AmBev shares between May 2003 and March 2004; (ii) the way certain information regarding AmBev was disclosed to the Brazilian market in March 2004; and (iii) alleged violation of AmBevs Stock Ownership
Program. On 25 June 2009, the CVM published its official decision accepting a settlement proposal with Mr. Dutra pursuant to which the regulatory inquiry was closed without a decision on the merits, subject to the payment of 300,000 reais
(USD 0.2 million). In addition, on 8 March 2010, the CVM published its official decision accepting settlement proposals with Messrs. Lemann, Telles and Sicupira pursuant to which the regulatory inquiry was closed without a decision on the
merits, subject to the payment of 5,000,000 reais (USD 3.0 million) by each of them. The settlements did not entail any admission of wrongdoing by the individuals involved, whether express or implied, or of any of the alleged facts described in the
regulatory inquiry. The proceedings have continued with respect to Fundação Antonio e Helena Zerrenner, a shareholder of AmBev who is unrelated to us. Fundação Antonio e Helena Zerrenner filed a settlement proposal in
April 2010.



150



---

##### Table of Contents

Environmental matters

Riachuelo

Cervecería y Maltería Quilmes S.A., AmBevs brewery in Argentina, is challenging certain eviction orders received from the Government of the City of Buenos Aires and from the Autoridad
de Cuenca Matanza Riachuelo (Acumar, an environmental authority created pursuant to Argentine Law No. 26,168) that are aimed at the removal of all premises preventing the construction of a towpath (camino de sirga) along the
riverside of the Riachuelo River, in the city of Buenos Aires. In the event Cervecería y Maltería Quilmes S.A. is unable to successfully defend its property rights against these eviction orders, the operations of this soft drinks plant
and distribution center located in Pompeya, City of Buenos Aires, by the riverside of the Riachuelo River, may be severely jeopardized.

The Government of the City of Buenos Aires and Acumar argue that the eviction orders issued against all owners of real estate whose properties lie along the riverside of the Riachuelo River (including
Cervecería y Maltería Quilmes) are based on a resolution issued by the Argentine Supreme Court of Justice in an environmental complaint initiated by certain neighbors residing in the Riachuelo Basin against the State of Argentina, the
Province of Buenos Aires, the City of Buenos Aires and more than forty corporate entities (including two entities that were merged with and into Cervecería Quilmes). In this complaint, the Argentine Supreme Court of Justice has resolved that
the State of Argentina, the Province of Buenos Aires and the City of Buenos Aires remain primarily responsible for the remediation of environment, and further resolved that Acumar would be responsible for the implementation of a Remediation Plan for
the Riachuelo Basin.

Others

In August 2003, Oliveira Comércio de Sucatas filed a complaint with the Public Attorney of the city of Pedreira, in the State of São Paulo, alleging that Companhia Brasileira de Bebidas (a
predecessor of AmBev) was using the waste disposal site of the city to dispose of toxic garbage. In September 2003, AmBev presented its response with all the evidence it had. This case is still in the discovery phase.

The Public Attorney of the State of Rio de Janeiro requested the initiation of a civil investigation on 12 December 2003 to
investigate anonymous reports of pollution allegedly caused by Nova Rio, AmBevs beer plant located in the state of Rio de Janeiro. Currently, this investigation is in the discovery phase. AmBev expects this investigation to be dismissed, as
AmBev has presented several expert opinions, including one from the State environmental agency, showing lack of environmental damages. Furthermore, the police of Rio de Janeiro requested the initiation of a criminal investigation on 2 June 2003
to investigate the author of the alleged crime, which is also in the discovery phase. AmBev expects this investigation will be dismissed concurrently with the civil investigation mentioned above.

On 17 April 2007, the Public Prosecutor of Viamão, State of Rio Grande do Sul requested the initiation of a civil and
criminal investigation into reports made by the local population of pollution around the plant. AmBev reached a settlement with the Public Prosecutor of Viamão on 12 June 2007. In February 2009, the investigations were suspended for a
period of three years in order to certify that the settlement was entirely accomplished by AmBev.

Brazilian Beer Industry
Litigation

On 28 October 2008, the Brazilian Federal Prosecutors Office (Ministério Público
Federal) filed a suit for damages against AmBev and two other brewing companies claiming total damages of approximately 2.8 billion reais (USD 1.7 billion) (of which approximately 2.1 billion reais (USD 1.3 billion) are claimed against AmBev). The
public prosecutor alleges that: (i) alcohol causes serious damage to individual and public health, and that beer is the most consumed alcoholic beverage in Brazil; (ii) defendants have approximately 90% of the national beer market share
and are responsible for significant investments in advertising; and (iii) the advertising campaigns increase not only the market share of the defendants but also the total consumption of alcohol and, hence, damage to society and encourage
underage consumption.



151



---

##### Table of Contents

Shortly after the above lawsuit was filed, a consumer-protection association applied to be
admitted as a joint-plaintiff. The association has made further requests in addition to the ones made by the Public Prosecutor, including the claim for collective moral damages in an amount to be ascertained by the court; however, it
suggests that it should be equal to the initial request of 2.8 billion reais (USD 1.7 billion) (therefore, it doubles the initial amount involved). The court has admitted the association as joint-plaintiff and has agreed to hear the new claims.

Anheuser-Busch

Grupo Modelo Arbitration

On 16 October 2008, Grupo Modelo, Diblo S.A.
de C.V. and the Grupo Modelo series A shareholders filed a notice of arbitration under the arbitration rules of the United Nations Commission on International Trade Law against Anheuser-Busch, Anheuser-Busch International Inc. and Anheuser-Busch
International Holdings Inc. The notice of arbitration claimed the transaction between Anheuser-Busch and InBev violated provisions of the 1993 investment agreement, governed by the law of the United Mexican States, between the Anheuser-Busch
entities, Grupo Modelo, Diblo and the series A shareholders. It sought post-closing relief, including (i) a declaration that Anheuser-Busch breached the 1993 investment agreement, (ii) rescission of certain continuing rights and
obligations under the 1993 investment agreement, (iii) a permanent injunction against Anheuser-Busch or its successors from exercising governance rights under the 1993 investment agreement, (iv) suspension of Anheuser-Buschs right to
exercise a right of first refusal to purchase the stock of Grupo Modelo held by the series A shareholders, (v) rectification of the 1993 investment agreement to place additional restrictions on the Anheuser-Busch entities and
(vi) monetary damages of up to USD 2.5 billion. On 9 July 2010, the arbitration panel issued its decision finding that the combination between Anheuser-Busch and InBev did not violate the 1993 investment agreement. The panel did not award
any damages or other remedies.

Ginsburg Litigation

On 10 September 2008, an action brought under Section 7 of the Clayton Antitrust Act entitled Ginsburg, et al. v. InBev NV/SA,
et al., C.A. No. 08-1375 (the Ginsburg Litigation), was filed against InBev, Anheuser-Busch and Anheuser-Busch, Inc. in the United States District Court for the Eastern District of Missouri. The complaint alleges that the
Anheuser-Busch acquisition will have certain anticompetitive effects and consequences on the beer industry and will create a monopoly in the production and sale of beer in the United States. Plaintiffs generally seek declaratory relief that the
Anheuser-Busch acquisition violates Section 7 of the Clayton Antitrust Act, injunctive relief to prevent consummation of the acquisition, and fees and expenses. On 18 November 2008, plaintiffs request for injunctive relief was
denied. On 3 August 2009, the Court granted defendants Motion to Dismiss plaintiffs claims with prejudice. On 4 August 2009, the Court entered judgment in favor of the defendants. Plaintiffs filed an appeal of such judgment to
the Eighth Circuit Court of Appeals. On 27 October 2010, the Court of Appeals upheld the dismissal of the plaintiffs claims. Plaintiffs filed a Petition for Rehearing which was dismissed.

2009 Dispositions Pension Litigation

On 1 December 2009, Anheuser-Busch InBev SA/NV, Anheuser-Busch Companies, Inc. and the Anheuser-Busch Companies Pension Plan were sued in the United States District Court for the Eastern District of
Missouri in a lawsuit styled Richard F. Angevine v. Anheuser-Busch InBev SA/NV, et al. The plaintiff seeks to represent a class of certain employees of Busch Entertainment Corporation, which was divested on 1 December 2009, and the four Metal
Container Corporation plants which were divested on 1 October 2009. He also seeks to certify a class action and represent certain employees of any other Anheuser-Busch Companies, Inc. subsidiary that has been divested or may be divested during
the three-year period from the date of the Anheuser-Busch acquisition, 18 November 2008 through 17 November 2011.

The lawsuit contains claims that the class, if certified, is entitled to enhanced retirement benefits under the Anheuser-Busch
Companies Salaried Employees Pension Plan. Specifically, the plaintiff alleges that the divestitures resulted in his involuntarily termination, as defined in the Pension Plan, from Anheuser-Busch Companies and its
operating division and subsidiaries within three years of the 18 November 2008 Anheuser-Busch acquisition, which allegedly triggers the enhanced benefits under the Pension Plan. The plaintiff claims that by failing to provide him and the
other class members, if certified, with these enhanced benefits, we breached our



152



---

##### Table of Contents

fiduciary duties under the U.S. Employee Retirement Income Security Act of 1974. The claim for plaintiffs benefits alone totals USD 385,000. He also seeks punitive damages and
attorneys fees. On 16 July 2010, the court dismissed plaintiffs lawsuit. The court ruled that the claims for breach of fiduciary duty and punitive damages were not proper. The court also found that the plaintiff did not exhaust all
of his administrative remedies, which he must first do before filing a lawsuit. On 9 August 2010, the plaintiff has filed an appeal of this decision to the Eighth Circuit Court of Appeals, which is currently pending.

On 15 September 2010, Anheuser-Busch InBev SA/NV and several of its related companies were sued in Federal Court for the Southern
District of Ohio in a lawsuit entitled Rusby Adams et al. v. AB InBev, et al. This lawsuit was filed by four employees of Metal Container Corporations facilities in Columbus, Ohio, Gainesville, Florida, and Ft. Atkinson, Wisconsin that were
divested on 1 October 2009. Similar to the Angevine lawsuit, these plaintiffs seek to represent a class of participants of the Anheuser-Busch Companies Inc. Salaried Employees Pension Plan (the Plan) who had been
employed by Anheuser-Busch Companies, Inc. subsidiaries that had been or may be divested during the period of 18 November 2008 through 17 November 2011. The plaintiffs also allege claims similar to the Angevine lawsuit, namely, that by
failing to provide plaintiffs with these enhanced benefits, we breached our fiduciary duties under the U.S. Employee Retirement Income Security Act of 1974. We have filed a Motion to Dismiss, which is currently pending.

Acquisition Antitrust Matters

The Anheuser-Busch acquisition was subject, and required approvals or notifications pursuant to, various antitrust laws.

Argentina

Approval of the Anheuser-Busch acquisition in Argentina
under the applicable antitrust law has been granted subject to our compliance, within a specific time period, of certain conditions imposed by the Argentinean competition authority. All of these conditions were timely complied with by December 2010.
Accordingly, we expect the final clearance of the merger by the Argentine antitrust authorities to be granted in the near future.

Dividend
Policy

Our current dividend policy is to declare a dividend representing in aggregate at least 25% of our consolidated
profit attributable to our equity holders, excluding exceptional items, such as restructuring charges, gains or losses on business disposals and impairment charges, subject to applicable legal provisions relating to distributable profit. In
accordance with our intention to deleverage after the closing of the Anheuser-Busch acquisition, the dividends we have paid in the first two years after the closing of the Anheuser-Busch acquisition were materially lower than the EUR 2.44 (USD 3.67)
dividend for 2007 set out below, and consequently were lower than the 25% threshold referred to above.

Any matter relating to
our dividend payout policy (except that the actual amount of any dividend remains subject to approval at our shareholders meeting in accordance with the Belgian Companies Code) is within the jurisdiction of our shareholders meetings and
shall be adopted with a positive vote of at least 75% of the shares attending or represented at the meeting, regardless of the number of shares attending or represented, if and only if any four of our directors request that the matter be submitted
at our shareholders meeting.

The annual dividends are approved by our annual shareholders meeting and are paid on
the dates and at the places appointed by our Board. Our Board may pay an interim dividend in accordance with the provisions of the Belgian Companies Code.

The table below summarizes the dividends paid by us in the most recent financial years.



153



---

##### Table of Contents

|               |  |                                                                   |               |  |                                           |  |      |                                         |  |  |              |  |  |  |               | 
|-------------- |  | ----------------------------------------------------------------- | ------------- |  | ----------------------------------------- |  | ---- | --------------------------------------- |  |  | ------------ |  |  |  | ------------- | 
|Financial year |  | Number of our 
sharesoutstanding at end ofrelevant financial year |               |  | Gross amountof dividend 
perShare(in EUR) |  |      | Grossamount ofdividend perShare(in USD) |  |  | Payment date | 
|2010           |  |                                                                   | 1,605,183,954 |  |                                           |  | 0.80 |                                         |  |  | 1.07         |  |  |  | 2 May 2011    | 
|2009           |  |                                                                   | 1,604,301,123 |  |                                           |  | 0.38 |                                         |  |  | 0.55         |  |  |  | 3 May 2010    | 
|2008           |  |                                                                   | 1,602,427,569 |  |                                           |  | 0.28 |                                         |  |  | 0.35         |  |  |  | 5 May 2009    | 
|2007           |  |                                                                   | 615,043,509   |  |                                           |  | 2.44 |                                         |  |  | 3.67         |  |  |  | 30 April 2008 | 
|2006           |  |                                                                   | 613,441,281   |  |                                           |  | 0.72 |                                         |  |  | 0.95         |  |  |  | 25 April 2007 | 

B.
SIGNIFICANT CHANGES

On 24 January 2011, we announced the issuance of three series of notes in an aggregate principal
amount of USD 1.65 billion, consisting of USD 650 million aggregate principal amount of floating rate notes due 2014, bearing interest at three-month LIBOR plus a spread of 0.55%; USD 500 million aggregate principal amount of notes due
2016, bearing interest at a rate of 2.875%; and USD 500 million aggregate principal amount of notes due 2021, bearing interest at a rate of 4.375%. The net proceeds from the January 2011 Notes offering were used to repay USD 1.1 billion of the
2010 Term Facility under the 2010 Senior Facilities Agreement.

On 5 April 2011, we repaid USD 1.70 billion of the 2010
Term Facility by using cash generated from operations and a drawdown from the 2010 Revolving Facility. As of 5 April 2011, approximately USD 1.6 billion and USD 1.0 billion remain outstanding under the 2010 Term Facility and the 2010 Revolving
Facility respectively.

As a result of these transactions, exceptional finance costs in the first quarter of 2011 will include
a charge of approximately USD 170 million relating to remaining accretion of expense and mark-to-market adjustments as a portion of the interest rate swaps entered into to hedge borrowings under our 2010 Senior Facilities Agreement are no
longer effective. The cash equivalent of the negative mark-to-market adjustment will be spread from 2011 to 2014.

On
11 February 2011, we launched an offer to exchange up to USD 8.0 billion of our outstanding unregistered notes, for freely tradable notes registered under the Securities Act of 1933 with otherwise substantially the same terms and conditions.
The unregistered notes were issued during the first half of 2009 before we became an SEC reporting company. The exchange offer closed on 14 March 2011.

Our board of directors proposes a dividend of EUR 0.80 (USD 1.07) per share, subject to shareholder approval. If approved, the shares will trade ex-coupon as of 27 April 2011, the Record Date
will be 29 April 2011 and dividends will be payable as of 2 May 2011.



154



---

##### Table of Contents

|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------

A. THE OFFER AND LISTING

Price History of Stock

Ordinary shares listed on Euronext Brussels

The table below shows
the quoted high and low closing sales prices in euro on Euronext Brussels for our shares for the indicated periods.



|               |  |           |       |  |     |  |       | 
|-------------- |  | --------- | ----- |  | --- |  | ----- | 
|               |  | Per Share |      
|               |  | High      |       |  | Low | 
|               |  | (in EUR)  |      
|Annual         |  |           |       |  |     |  |       | 
|2010           |  |           | 45.84 |  |     |  | 33.99 | 
|2009           |  |           | 36.51 |  |     |  | 16.50 | 
|2008(1)        |  |           | 38.69 |  |     |  | 10.32 | 
|2007(1)        |  |           | 41.87 |  |     |  | 30.00 | 
|2006(1)        |  |           | 31.22 |  |     |  | 21.87 | 
|               |  |          
|Quarterly      |  |           |       |  |     |  |       | 
|2011           |  |           |       |  |     |  |       | 
|First Quarter  |  |           | 44.21 |  |     |  | 38.65 | 
|2010           |  |           |       |  |     |  |       | 
|Fourth Quarter |  |           | 45.84 |  |     |  | 41.93 | 
|Third Quarter  |  |           | 43.69 |  |     |  | 38.70 | 
|Second Quarter |  |           | 41.64 |  |     |  | 35.70 | 
|First Quarter  |  |           | 38.38 |  |     |  | 33.99 | 
|2009           |  |           |       |  |     |  |       | 
|Fourth Quarter |  |           | 36.51 |  |     |  | 30.00 | 
|Third Quarter  |  |           | 32.39 |  |     |  | 26.59 | 
|Second Quarter |  |           | 25.97 |  |     |  | 20.76 | 
|First Quarter  |  |           | 22.09 |  |     |  | 16.50 | 
|               |  |          
|Monthly        |  |           |       |  |     |  |       | 
|2011           |  |           |       |  |     |  |       | 
|March          |  |           | 41.50 |  |     |  | 38.85 | 
|February       |  |           | 41.55 |  |     |  | 39.83 | 
|January        |  |           | 44.21 |  |     |  | 40.41 | 
|2010           |  |           |       |  |     |  |       | 
|December       |  |           | 43.87 |  |     |  | 42.80 | 
|November       |  |           | 45.22 |  |     |  | 41.93 | 
|October        |  |           | 45.84 |  |     |  | 41.99 | 



Note:



|(1) | As a result of the capital increase pursuant to the rights offering we completed in December 2008, our theoretical ex-rights share price was modified by an adjustment
ratio of 0.6252 on 24 November 2008. Our historical share prices have not been restated to reflect this adjustment.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ADSs listed on NYSE

On 16 September 2009, we listed 1,608,663,943
ADSs on the NYSE, each of which represents one of our ordinary shares. The table below shows the quoted high and low closing sales prices in USD on NYSE for our shares for the indicated periods.



155



---

##### Table of Contents

|               |  |           |       |  |     |  |       | 
|-------------- |  | --------- | ----- |  | --- |  | ----- | 
|               |  | Per Share |      
|               |  | High      |       |  | Low | 
|               |  | (in USD)  |      
|Quarterly      |  |           |       |  |     |  |       | 
|2011           |  |           |       |  |     |  |       | 
|First Quarter  |  |           | 58.68 |  |     |  | 53.90 | 
|2010           |  |           |       |  |     |  |       | 
|Fourth Quarter |  |           | 63.88 |  |     |  | 54.94 | 
|               |  |          
|Monthly        |  |           |       |  |     |  |       | 
|2011           |  |           |       |  |     |  |       | 
|March          |  |           | 58.04 |  |     |  | 53.90 | 
|February       |  |           | 56.47 |  |     |  | 54.51 | 
|January        |  |           | 58.68 |  |     |  | 55.07 | 
|2010           |  |           |       |  |     |  |       | 
|December       |  |           | 58.02 |  |     |  | 56.64 | 
|November       |  |           | 63.51 |  |     |  | 54.94 | 
|October        |  |           | 63.88 |  |     |  | 57.59 | 

Share Details

See Item 10. Additional InformationB. Memorandum and Articles of Association and Other Share InformationForm and
Transferability of Our Shares for details regarding our shares.

Each of our shares is entitled to one vote except for
shares owned by us, or by any of our direct subsidiaries, the voting rights of which are suspended. Shares held by our main shareholders do not entitle such shareholders to different voting rights.

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

We are incorporated under the laws of Belgium (register of legal entities number 0417.497.106), and our shares are listed on the
regulated market of Euronext Brussels under the symbol ABI. The securities that we have applied to be listed on the NYSE are ADSs, each of which represents one of our shares. We listed 1,608,663,943 ADSs listed on the NYSE on
16 September 2009 (such number equal to the number of our shares plus the number of warrants on our shares outstanding as of 7 September 2009). For more information on our shares see B. Memorandum and Articles of Association
and Other Share InformationForm and Transferability of Our Shares. Our ADSs are described in greater detail under Item 12. Description of Securities Other Than Equity SecuritiesD. American Depositary Shares.

Euronext Brussels

Euronext Brussels is a subsidiary of Euronext N.V. (Euronext), and holds a national license as the stock exchange operator in Belgium. Euronext, a company organized under the laws of
the Netherlands, was the first cross-border exchange group, created with the 2000 merger of the Paris, Amsterdam and Brussels stock exchanges.

Euronext, the first integrated cross-border exchange, combines the stock exchanges of Amsterdam, Brussels, Lisbon and Paris into a single market. Issuers who meet European Union regulatory standards are
qualified for listing on the regulated markets operated by Euronext. Euronexts exchanges list a wide variety of securities, including domestic and international equity securities, convertible bonds, warrants, trackers and debt securities,



156



---

##### Table of Contents

including corporate and government bonds. Euronext is focused on increasing its share of these non-domestic listings in the future in connection with its objective to become the
gateway to the Eurozone.

In 2009, Euronext was Europes second largest stock exchange group based on aggregate market
capitalization of listed operating companies and second largest stock exchange group based on the value of equities trading in the central order book. As of 31 December 2009, 1,472 companies were listed on Euronext, of which 1,274 were based in
one of Euronexts home markets.

Euronext is Europes second largest cash market based on average daily trades and
average daily turnover. The cash trading business unit comprises trading in equity securities and other cash instruments including funds, bonds, warrants, trackers and structured funds. During 2009, on an average day, 1.4 million trades were
executed on Euronext exchanges for all cash instruments, while the total number of trades in all cash instruments was 350 million.

Trading Platform and Market Structure. Cash trading on Euronexts markets in Amsterdam, Brussels, Lisbon and Paris takes place via nouveau système de cotation (NSC),
Euronexts fully automated electronic trading platform that allows trading members either to route their clients orders electronically or to enter orders manually into computer workstations installed on their premises and linked to the
NSC system. The NSC system maintains an order book for every traded security, in which it matches buy and sell orders electronically. The NSC system was replaced by a single universal trading platform during 2009.

Cash trading on Euronext is governed both by a single harmonized rulebook for trading on each of Euronexts markets in Amsterdam,
Brussels, Lisbon and Paris and by the various non-harmonized Euronext Rulebooks containing local exchange-specific rules. Euronexts trading rules provide for an order-driven market using an open electronic central order book for each traded
security, various order types and automatic order matching, and a guarantee of full anonymity both for orders and trades.

Trading Members. The majority of Euronexts cash trading members are brokers and dealers based in Euronexts
marketplaces, but also include members in other parts of Europe, most notably the United Kingdom and Germany.

Clearing and
Settlement. Clearing and settlement of trades executed on Euronext are handled by LCH.Clearnet (for central counterparty clearing), and independent entities that provide services to Euronext pursuant to contractual agreement. Euronext has a
minority ownership interest in, and board representation on, LCH.Clearnet.

Euronext Brussels is governed by the Belgian Act
of 2 August 2002 and is recognized as a market undertaking according to article 16 of the Act. This Act transferred to the CBFA some of the responsibility previously executed by the Brussels exchange (such as disciplinary powers against members
and issuers, control of sensitive information, supervision of markets and investigative powers). Euronext Brussels continues to be responsible for matters such as the organization of the markets and the admission, suspension and exclusion of members
and has been appointed by law as a competent authority within the meaning of the European Transparency Directive.

D. SELLING SHAREHOLDERS

Not applicable.

E. DILUTION

Not applicable.

F. EXPENSES OF THE ISSUE

Not applicable.



157



---

##### Table of Contents

|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------

A. SHARE CAPITAL

Not applicable.

B. MEMORANDUM AND ARTICLES OF ASSOCIATION AND OTHER SHARE INFORMATION

A copy of our articles of association dated 24 March 2011 has been filed as Exhibit 99.1 to Form 6-K filed by Anheuser-Busch InBev SA/NV on 25 March 2011.

Corporate Profile

We
are a public limited liability company incorporated in the form of a société anonyme/naamloze vennootschap under Belgian law (register of legal entities number 0417.497.106). Our registered office is located at
Grand-Place/Grote Markt 1, 1000 Brussels, Belgium, and our headquarters are located at Brouwerijplein 1, 3000 Leuven, Belgium. We were incorporated on 2 August 1977 and our financial year runs from 1 January to 31 December.

Corporate Purpose

According to Article 4 of our articles of association, our corporate purpose is:



| |  |  | To produce and deal in all kinds of beers, drinks, foodstuffs and ancillary products, fabricate, process and deal in all by-products and accessories,
of whatsoever origin or form, of its industry and trade, and to design, construct or produce part or all of the facilities for the manufacture of the aforementioned products;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To purchase, construct, convert, sell, let, sublet, lease, license and exploit in any form whatsoever all real property and real property rights and
all businesses, goodwill, movable property and movable property rights connected with our business;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To acquire and manage investments, shares and interests in companies or undertakings having objects similar or related to, or likely to promote the
attainment of, any of the foregoing objects, and in financing companies; to finance such companies or undertakings by means of loans, guarantees or in any other manner whatsoever; and to take part in the management of the aforesaid companies through
membership of our Board governing body; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To carry out all administrative, technical, commercial and financial work and studies for the account of undertakings in which it holds an interest or
on behalf of third parties.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We may, within the limits of our corporate purpose, engage in all civil,
commercial, financial and industrial operations and transactions connected with our corporate purpose either within or outside Belgium. We may take interests by way of asset contribution, merger, subscription, equity investment, financial support or
otherwise in all companies, undertakings or associations having a corporate purpose similar or related to or likely to promote the furtherance of our corporate purpose.

Board of Directors

Belgian law does not regulate specifically the ability
of directors to borrow money from Anheuser-Busch InBev SA/NV.

Our Corporate Governance Charter prohibits us from making loans
to directors, whether for the purpose of exercising options or for any other purpose (except for routine advances for business-related expenses in accordance with our rules for reimbursement of expenses). See Item 7. Major Shareholders and
Related Party TransactionsB.



158



---

##### Table of Contents

Related Party TransactionsMaterial TransactionsTransactions with Directors and Executive Board of Management Members (Key Management Personnel)Loans to directors.

Article 523 of the Belgian Companies Code provides that if one of our directors directly or indirectly has a personal
financial interest that conflicts with a decision or transaction that falls within the powers of our Board, the director concerned must inform our other directors before our Board makes any decision on such transaction. The statutory auditor must
also be notified. The director may not participate in the deliberation nor vote on the conflicting decision or transaction. An excerpt from the minutes of the meeting of our Board that sets forth the financial impact of the matter on us and
justifies the decision of our Board must be published in our annual report. The statutory auditors report to the annual accounts must contain a description of the financial impact on us of each of the decisions of our Board where director
conflicts arise.

We are relying on a provision in the NYSE Listed Company Manual that allows us to follow Belgian corporate
law and the Belgian Corporate Governance Code with regard to certain aspects of corporate governance. This allows us to continue following certain corporate governance practices that differ in significant respects from the corporate governance
requirements applicable to U.S. companies listed on the NYSE. See Item 16G. Corporate Governance for a concise summary of the significant ways in which our corporate governance practices differ from those followed by a U.S. company under
the NYSE rules.

For further information regarding the provisions of our articles of association as applied to our Board, see
Item 6. Directors, Senior Management and EmployeesA. Directors and Senior ManagementBoard of Directors and Item 6. Directors, Senior Management and EmployeesC. Board Practices.

Form and Transferability of Our Shares

Our shares can take the form of registered shares, bearer shares or dematerialized shares.

On 1 January 2008, bearer shares booked into a securities account were automatically converted into dematerialized shares. As from 1 January 2008, bearer shares not yet booked into a securities
account have been automatically converted into dematerialized shares as from the time they are booked into a securities account.

Furthermore, holders of bearer shares that would not have been subject to this automatic conversion (that is, bearer shares not held in book-entry form) must request, in accordance with the modalities
provided by the Belgian Law of 14 December 2005 concerning the suppression of bearer securities, at the latest by 31 December 2013, that such shares be converted into registered or dematerialized shares.

In the event that the conversion of the shares is not requested by the above date, the shares will be automatically converted into
dematerialized shares and recorded in our name, with all rights attached to such shares being suspended until their proved owner comes forward and requests that such shares be recorded in his own name. In addition, the Belgian Law of
14 December 2005 provides that, as of 1 January 2015, securities listed on a stock exchange and whose owner remains unknown must be sold by us on a stock exchange in accordance with the modalities provided by such law. We must then deposit
(i) the proceeds or (ii) if the securities are not sold before 30 November 2015 at latest, these non-sold securities, with the Belgian Caisse des dépôts et consignations/Deposito-en Consignatiekas, where such proceeds or
securities respectively may be claimed by their beneficiaries, subject to certain administrative fines being payable by claimants.

All of our shares are fully paid-up and freely transferable.

Changes to Our Share Capital

In principle, changes to our share capital are decided by our shareholders. Our shareholders meeting may at any time
decide to increase or decrease our share capital. Such resolution must satisfy the quorum and majority requirements that apply to an amendment of the articles of association, as described below in Description of the Rights and Benefits
Attached to Our SharesRight to Attend and Vote at Our Shareholders MeetingVotes, quorum and majority requirements.



159



---

##### Table of Contents

Share Capital Increases by Our Board of Directors

Subject to the same quorum and majority requirements, our shareholders meeting may authorize our Board, within certain limits, to
increase our share capital without any further approval of our shareholders. This is the so-called authorized capital. This authorization needs to be limited in time (that is, it can only be granted for a renewable period of maximum five years) and
in scope (that is, the authorized capital may not exceed the amount of the registered share capital at the time of the authorization).

At our extraordinary shareholders meeting held on 28 April 2009, our shareholders authorized our Board, for a period of five years from the date of publication of the changes to the articles of
association decided by our shareholders meeting on 28 April 2009, to increase our share capital, in one or more transactions, by a number of shares representing no more than 3% of the total number of shares issued and outstanding on
28 April 2009 (which was, 1,602,862,013). In accordance with Article 603, indent 1, of the Belgian Companies Code, such increase may not result in the share capital being increased by an amount exceeding the amount of share capital on such
date. As at the date of this Form 20-F, the authorized capital had not been used.

Preference Rights

In the event of a share capital increase for cash by way of the issue of new shares, or in the event of an issue of convertible bonds or
warrants, our existing shareholders have a preferential right to subscribe, pro rata, to the new shares, convertible bonds or warrants. Our Board may decide that preference rights which were not exercised, or were only partly exercised, by any
shareholders shall accrue proportionally to the other shareholders who have already exercised their preference rights, and shall fix the practical terms for such subscription.

Our shareholders meeting, acting in accordance with Article 596 of the Belgian Companies Code and in our interests, may restrict or cancel the preference rights. In the case of a share capital
increase pursuant to the authorized capital, our Board may likewise restrict or cancel the preference rights, including in favor of one or more specific persons other than our employees or one of our subsidiaries.

Purchases and Sales of Our Own Shares

We may only acquire our own shares pursuant to a decision by our shareholders meeting taken under the conditions of quorum and majority provided for in the Belgian Companies Code. Such a decision
requires a quorum of shareholders holding an aggregate of at least 50% of the share capital and approval by a qualified majority of at least 80% of the share capital present or represented. If there is no quorum, a second meeting must be convened.
At the second meeting, no quorum is required, but the relevant resolution must be approved by a qualified majority of at least 80% of the share capital present or represented.

Our shareholders meeting of 28 April 2009 delegated authority to our Board, for a period of five years from such a date, to acquire our shares up to the maximum number allowed under
Article 620, §1, 2° of the Belgian Companies Code and for a consideration that may not be less than 10% below the lowest closing price in the last 20 stock exchange days preceding the transaction and not more than 10% above the highest
closing price in the last 20 stock exchange days preceding the transaction.

See Item 16E. Purchases of Equity
Securities by the Issuer for details of our recent share repurchase programs.

Description of the Rights and Benefits Attached to Our
Shares

Right to Attend and Vote at Our Shareholders Meeting

Annual Shareholders Meeting

Our annual shareholders meeting shall be held on the last Tuesday of April of each year, at 11:00 a.m., or at any other time, in one of the municipalities (communes/gemeenten) of the Region of
Brussels, in Leuven or in



160



---

##### Table of Contents

Liège, at the place mentioned in the notice. If this date is a legal holiday, the meeting is held on the next business day (excluding Saturday) at the same time. Our annual
shareholders meeting in 2011 will be held on 26 April 2011.

Special and Extraordinary Shareholders
Meetings

Our Board or the statutory auditor (or the liquidators, if appropriate) may, whenever our interests so
require, convene a special or extraordinary shareholders meeting. Such shareholders meeting must also be convened every time one or more of our shareholders holding at least one-fifth of our share capital so demand.

Notices convening our shareholders meeting

Notices of our shareholders meetings contain the agenda of the meeting and our Boards recommendations on the matters to be voted upon.

Notices for our shareholders meeting are given in the form of announcements placed at least 30 days prior to the meeting in at
least one Belgian newspaper and in the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad).

Notices are sent
30 days prior to the date of our shareholders meeting to the holders of our registered shares, holders of our registered warrants and to our directors and our statutory auditor.

Notices of all our shareholders meetings and all related documents, such as specific Board and auditors reports, are also
published on our website, http://www.ab-inbev.com/corporategovernance.

Admission to meetings

All holders of our shares are entitled to attend our shareholders meeting, take part in the deliberations and, within the limits
prescribed by the Belgian Companies Code, to vote.

Holders of our physical bearer shares wishing to attend our
shareholders meeting must first convert such shares into registered or dematerialized shares. They must then comply with the formalities described below (depending on whether they have elected to convert their physical bearer shares into
dematerialized or registered shares).

Holders of our dematerialized shares must deposit, with a branch of BNP Fortis Bank in
Belgium at least three business days prior to the meeting, a certificate of non-transferability until and including the day of our shareholders meeting issued by an authorized account holder or by the clearing organization approved in
accordance with Article 468 of the Belgian Companies Code, with an indication of the number of shares so blocked.

Holders of our registered shares must express, no later than three business days prior to the meeting, their intention to attend the
meeting and the number of shares in respect of which they intend to exercise voting rights.

Any shareholder may attend our
shareholders meetings in person or be represented by a proxy, who need not be a shareholder. All proxies must be in writing in accordance with the form prescribed by us and must be received by us no later than the date determined by our Board.

Votes, quorum and majority requirements

Each of our shares is entitled to one vote except for shares owned by us, or by any of our direct subsidiaries, the voting rights of which
are suspended. The shares held by our principal shareholders do not entitle such shareholders to different voting rights.

Shareholders are allowed to vote in person, by proxy or by mail. Votes by mail must be cast using the form prepared by us and must be
received by us no later than the date upon which our shareholders must deposit their shares.



161



---

##### Table of Contents

Generally, there is no quorum requirement for our shareholders meetings, and decisions
are taken by a simple majority vote of shares present or represented.

Resolutions relating to amendments of the articles of
association or the merger or division of Anheuser-Busch InBev SA/NV are subject to special quorum and majority requirements. Specifically, any resolution on these matters requires the presence in person or by proxy of shareholders holding an
aggregate of at least 50% of the issued share capital, and the approval of at least 75% of the share capital present or represented at the meeting. If a quorum is not present, a second meeting must be convened. At the second meeting, the quorum
requirement does not apply. However, the special majority requirement continues to apply.

Any modification of our corporate
purpose or legal form requires a quorum of shareholders holding an aggregate of at least 50% of the share capital and approval by a qualified majority of at least 80% of the share capital present or represented. If there is no quorum, a second
meeting must be convened. At the second meeting, no quorum is required, but the relevant resolution must be approved by a qualified majority of at least 80% of the share capital present or represented.

Our extraordinary shareholders meeting of 25 April 2006 approved an amendment to our articles of association. As a
consequence, the following matters are now within the exclusive jurisdiction of our shareholders meetings and shall be adopted by the approval of at least 75% of the shares attending or represented at the meeting, regardless of the number of
shares attending or represented:



| |  |  | Any decision to apply for the delisting of our securities from any stock market;
| | - |  | --------------------------------------------------------------------------------



| |  |  | Any acquisition or disposal of assets by us for an amount exceeding one-third of our consolidated total assets as reported in our most recent audited
financial statements.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As a result of the amendment approved by our extraordinary shareholders meeting
of 25 April 2006, the following matters are also within the jurisdiction of our shareholders meeting and shall be adopted with a positive vote of 75% of the shares attending or represented at the meeting, regardless of the number of
shares attending or represented, if and only if any four of our directors request that the matter be submitted to our shareholders meeting:



| |  |  | Any matter relating to our dividend payout policy (except that the actual amount of any dividend remains subject to approval by our shareholders
meeting in accordance with the Belgian Companies Code).
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following matters shall be within the
jurisdiction of our shareholders meeting and shall be adopted with a positive vote of 50% plus one of the shares attending or represented at the meeting, regardless of the number of shares attending or represented, if and only if any four of
our directors request that the matter be submitted to our shareholders meeting:



| |  |  | The approval of the individual to whom our Board proposes to delegate authority for our day-to-day management and appoint as Chief Executive Officer,
and the ratification of any decision by our Board to dismiss such individual;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Any modification of executive remuneration and incentive compensation policy;
| | - |  | -----------------------------------------------------------------------------



| |  |  | The ratification of any transaction of ours or one of our direct or indirect subsidiaries with a controlling shareholder of us or with a legal or
natural person affiliated to or associated with such controlling shareholder within the meaning of Articles 11 and 12 of the Belgian Companies Code, it being understood that, for the purposes of this provision of the articles of association,
our direct or indirect subsidiaries are not considered as affiliated to or associated with our controlling shareholders;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Any modification of our target capital structure and the maximum level of net debt.
| | - |  | -----------------------------------------------------------------------------------



162



---

##### Table of Contents

Dividends

The Belgian Companies Code provides that dividends can only be paid up to an amount equal to the excess of our shareholders equity
over the sum of (i) paid-up or called-up share capital and (ii) reserves not available for distribution pursuant to law or the articles of association.

The annual dividends are approved by our shareholders meetings and are paid on the dates and at the places determined by our Board. Our Board may pay an interim dividend in accordance with the
provisions of the Belgian Companies Code. See Item 8. Financial InformationA. Consolidated Financial Statements and Other Financial InformationDividend Policy for further information on our current dividend policy.

Appointment of Directors

Pursuant to a shareholders agreement (see Item 7. Major Shareholders and Related Party TransactionsA. Major Shareholders) BRC S.à.R.L and Eugénie Patri
Sébastien S.A. each have the right to nominate four directors. The Stichting board of directors nominates four to six directors who are independent of shareholders.

Liquidation Rights

We can only be dissolved by a shareholders
resolution passed with a majority of at least 75% of the votes cast at an extraordinary shareholders meeting where at least 50% of the share capital is present or represented.

In the event of the dissolution and liquidation of Anheuser-Busch InBev SA/NV, the assets remaining after payment of all debts and
liquidation expenses shall be distributed to the holders of our shares, each receiving a sum proportional to the number of our shares held by them.

Disclosure of Significant Shareholdings

In addition to any
shareholder notification thresholds under applicable legislation (which notification is required at 5%, 10%, 15% and so on in five-percentage-point increments), our articles of association require holders of our shares to disclose the number of our
shares held if their shareholding exceeds or falls below 3% of our outstanding shares with voting rights. For details of our major shareholders see Item 7. Major Shareholders and Related Party TransactionsA. Major Shareholders.

Mandatory Bid

Belgium implemented the Thirteenth Company Law Directive (European Directive 2004/25/EC of April 21, 2004) by the Belgian Law of
1 April 2007 on public takeover bids (the Takeover Law) and the Belgian Royal Decree of 27 April 2007 on public takeover bids (the Takeover Royal Decree). Pursuant to the Takeover Law, a mandatory bid will need to
be launched on all our shares (and our other securities giving access to voting rights) if a person, as a result of its own acquisition or the acquisition by persons acting in concert with it or by persons acting for their account, directly or
indirectly holds more than 30% of our shares (directly and/or through ADSs).

Public takeover bids on shares and other
securities giving access to voting rights (such as, warrants or any convertible bonds) are subject to supervision by the CBFA. Public takeover bids must be made for all of our shares, as well as for all our other securities giving access to voting
rights. Prior to making a bid, a bidder must publish a prospectus, approved by the CBFA prior to publication.

In accordance
with Article 74 of the Takeover Law, our controlling shareholder (the Stichting) and the six entities acting in concert with it (as set out in Item 7. Major Shareholders and Related Party TransactionsA. Major
ShareholdersShareholding Structure) have filed with us and the CBFA the disclosures set forth by the Takeover Law and are therefore exempt from the obligation to launch a takeover bid on our shares and other securities giving access to
voting rights.



163



---

##### Table of Contents

C. MATERIAL CONTRACTS

The following contracts have been entered into by us within the two years immediately preceding the date of this Form 20-F or contain
provisions under which we or another member of our group has an obligation or entitlement which is material to our group:

2010 Senior
Facilities Agreement

On 13 July 2008, InBev and its indirect wholly-owned subsidiary formed exclusively for the
purpose of effecting the Anheuser-Busch merger (as defined below), Pestalozzi Acquisition Corp., entered into an Agreement and Plan of Merger with Anheuser-Busch Companies, Inc. (the Merger Agreement). On 18 November
2008, we completed the merger and Anheuser-Busch became an indirect wholly-owned subsidiary of Anheuser-Busch InBev SA/NV.

To
fund the Anheuser-Busch acquisition, we entered into a Senior Facilities Agreement, dated as of 12 July 2008 as amended as of 23 July 2008, 21 August 2008 and 3 September 2008, with a number of banks (the 2008 Senior
Facilities Agreement), making available to us USD 45 billion in senior facilities (the 2008 Senior Facilities). Over the course of 2009 and 2010, we prepaid portions of the 2008 Senior Facilities by applying
proceeds raised from debt offerings and asset disposals to the 2008 Senior Facilities.

On 26 February 2010, we entered
into USD 17.2 billion of senior credit agreements, comprising a USD 13 billion 2010 Senior Facilities Agreement (the 2010 Senior Facilities Agreement) with a syndicate of thirteen banks, and two term facilities totaling USD 4.2
billion, enabling us to fully refinance the 2008 Senior Facilities Agreement. These facilities extend our debt maturities while building additional liquidity, thus enhancing our credit profile as evidenced by the improved terms under the facilities,
which do not include financial covenants or mandatory prepayment provisions (except in the context of a change in control). The two term facilities totaling USD 4.2 billion were cancelled on 31 March 2010 before being drawn.

The 2010 Senior Facilities Agreement made the following two senior facilities (the 2010 Senior Facilities) available
to us and our subsidiary, Anheuser-Busch InBev Worldwide Inc.: (i) the 2010 Term Facility, a three-year term loan facility for up to USD 5 billion principal amount available to be drawn in USD, and (ii) the
2010 Revolving Facility, a five-year multicurrency revolving credit facility for up to USD 8 billion principal amount. The 2010 Senior Facilities Agreement is filed as Exhibit 4.2 to our Annual Report on Form 20-F for
the fiscal year ended 31 December 2009 filed with the SEC on 15 April 2010.

The 2010 Senior Facilities Agreement
contains customary representations and warranties, covenants and events of default. Among other things, an event of default is triggered if either a default or an event of default occurs under any of our or our subsidiaries financial
indebtedness. The obligations of the borrowers under the 2010 Senior Facilities Agreement are jointly and severally guaranteed by Anheuser-Busch Companies, Inc., Brandbrew and Cobrew.

Initial draw-downs under the 2010 Senior Facilities Agreement were applied towards refinancing the 2008 Senior Facilities. After the
initial draw-downs, borrowings under the 2010 Revolving Facility, which may be drawn down or utilized by way of letters of credit, may be applied towards the general corporate and working capital purposes of us and our subsidiaries.

The availability of funds under the 2010 Senior Facilities Agreement was subject to the satisfaction of a customary set of initial
conditions precedent. In addition, prior to the initial draw-down, all available facilities under the 2008 Senior Facilities Agreement were notified for cancellation. All proceeds from the initial draw-down on 6 April 2010 under the 2010 Senior
Facilities Agreement were applied towards repayment of the 2008 Senior Facilities and, immediately after such date, all outstanding amounts under the 2008 Senior Facilities Agreement were repaid. In addition to these conditions precedent, all
utilizations, both initial and subsequent, also generally require satisfaction of further conditions precedent, including that no event of default or (in the case of any utilization that does not constitute a rollover loan, that is, a revolving
credit facility loan for purposes of refinancing a maturing revolving credit facility loan or satisfying a claim in respect of a letter of credit and meeting specified



164



---

##### Table of Contents

conditions) potential event of default is continuing or would result from the proposed utilization and that certain repeating representations and warranties made by each borrower or guarantor
remain true in all material respects.

We borrow under each 2010 senior facility at an interest rate equal to LIBOR (or
EURIBOR for euro-denominated loans), plus mandatory costs (if any), plus a margin of 1.05% per annum on the 2010 Term Facility and 0.85% per annum on the 2010 Revolving Facility, based upon the ratings assigned by rating agencies to our
long-term debt as of the date of this report. These margins may change to the extent that the ratings assigned to our long-term debt are modified, ranging between 0.55% per annum and 2.65% per annum. A commitment fee of 35% of the
applicable margin is applied to any undrawn but available funds under the 2010 Revolving Facility. In addition, a utilization fee of up to 0.3% per annum is payable, dependent on the amount drawn under the 2010 Revolving Facility.

Mandatory prepayments are required to be made under the 2010 Senior Facilities Agreement in circumstances where a person or a group of
persons acting in concert (other than any existing shareholder(s) of the Stichting or any persons or group of persons acting in concert with such person) acquires control of us, in which case individual lenders are accorded rights to require
prepayment in full of their respective portions of the outstanding utilizations.

On 6 April 2010, we drew USD 10.1
billion under the 2010 Senior Facilities Agreement and fully repaid the 2008 Senior Facilities, which has been terminated. During 2010, we repaid USD 5.05 billion of the 2010 Revolving Facility and USD 590 million of the 2010 Term Facility. For
details on repayments using proceeds from capital markets offerings, see Item 5. Operating and Financial ReviewG. Liquidity and Capital ResourcesNet Debt and Equity.

As of 31 December 2010, the 2010 Revolving Facility has been fully repaid and USD 8 billion remains available to be drawn. As of
31 December 2010, USD 4,410 million remains outstanding under the 2010 Term Facility.

As of 5 April 2011,
approximately USD 1.6 billion and USD 1.0 billion remain outstanding under the 2010 Term Facility and the 2010 Revolving Facility, respectively.

D. EXCHANGE CONTROLS

There are no Belgian
exchange control regulations that would affect the remittance of dividends to non-resident holders of our shares. See Item 5. Operating and Financial ReviewG. Liquidity and Capital ResourcesTransfers from Subsidiaries for a
discussion of various restrictions applicable to transfers of funds by our subsidiaries.

E. TAXATION

Belgian Taxation

The following paragraphs are a summary of material Belgian tax consequences of the ownership of our shares or ADSs by an investor. The summary is based on laws, treaties and regulatory interpretations in
effect in Belgium on the date of this document, all of which are subject to change, including changes that could have retroactive effect.

The summary only discusses Belgian tax aspects which are relevant to U.S. holders of our shares or ADSs (Holders). This summary does not address Belgian tax aspects which are relevant
to persons who are residents in Belgium or engaged in a trade or business in Belgium through a permanent establishment or a fixed base in Belgium. This summary does not purport to be a description of all of the tax consequences of the ownership of
our shares or ADSs, and does not take into account the specific circumstances of any particular investor, some of which may be subject to special rules, or the tax laws of any country other than Belgium. This summary does not describe the tax
treatment of investors that are subject to special rules, such as banks, insurance companies, collective investment undertakings, dealers in securities or currencies, persons that hold, or will hold, our shares or ADSs in a position in a straddle,
share-repurchase transaction, conversion transactions, synthetic security or other integrated financial transactions.



165



---

##### Table of Contents

Investors should consult their own advisers regarding the tax consequences of an investment
in our shares or ADSs in the light of their particular circumstances, including the effect of any state, local or other national laws.

Dividend Withholding Tax

As a general rule, a withholding tax of
25% is levied on the gross amount of dividends paid on or attributed to our shares or ADSs, subject to such relief as may be available under applicable domestic or tax treaty provisions. Dividends subject to the dividend withholding tax include all
benefits paid on or attributed to our shares or ADSs, irrespective of their form, as well as reimbursements of statutory share capital, except reimbursements of fiscal capital made in accordance with the Belgian Companies Code. In principle, fiscal
capital includes paid-up statutory share capital, and subject to certain conditions, the paid-up issue premiums and the cash amounts subscribed to at the time of the issue of profit sharing certificates.

In certain circumstances, Belgian law provides, subject to certain conditions, for a reduction to 15% of the dividend withholding tax
with respect to dividends paid on or attributed to shares issued on or after 1 January 1994. Shares eligible for this reduced rate may carry VVPR Strips which are securities representing the right to benefit from the reduced
withholding tax rate of 15%. We have issued shares with VVPR strips. Our VVPR strips are listed and negotiated on Euronext Brussels separately from our shares. The coupons representing the right to dividends taxed at the ordinary withholding tax
rate of 25% are attached to each share. The coupons representing the right to dividends taxed at the reduced withholding tax rate of 15% are attached to each VVPR Strip. The coupons in the VVPR Strips carry the same serial numbers as the ordinary
coupons and mention strips-PR or, in Dutch, strips-VV (together VVPR Strips). Payment of withholding tax at the reduced 15% rate is possible only if two coupons carrying the same number are handed over to
us or one of our paying agents before the end of the third year starting on January 1 of the year during which the dividend was declared.

If we redeem our own shares or ADSs, the redemption distribution (after deduction of the portion of fiscal capital represented by our redeemed shares or ADSs) will be treated as a dividend which in
certain circumstances may be subject to a withholding tax of 10%, subject to such relief as may be available under applicable domestic or tax treaty provisions. No withholding tax will be triggered if such redemption is carried out on a stock
exchange and meets certain conditions. In case of our liquidation, any amounts distributed in excess of the fiscal capital will be subject to the 10% withholding tax, subject to such relief as may be available under applicable domestic or tax treaty
provisions.

For non-resident individuals and companies, the dividend withholding tax will be the only tax on dividends in
Belgium, unless the non-resident holds our shares or ADSs in connection with a business conducted in Belgium, through a fixed base in Belgium or a Belgian permanent establishment.

Relief of Belgian dividend withholding tax

Under the income tax convention between the United States of America and Belgium (the Treaty), there is a reduced Belgian withholding tax rate of 15% on dividends paid by us to a U.S.
resident which beneficially owns the dividends and is entitled to claim the benefits of the Treaty under the limitation of benefits article included in the Treaty (Qualifying Holders). If such Qualifying Holder is a company that
owns directly at least 10% of our voting stock, the Belgian withholding tax rate is further reduced to 5%. No withholding tax is however applicable if the Qualifying Holder is: (i) a company that is a resident of the United States that has
owned directly our shares or ADSs representing at least 10% of our capital for a 12-month period ending on the date the dividend is declared, or (ii) a pension fund that is a resident of the United States, provided that such dividends are not
derived from the carrying on of a business by the pension fund or through an associated enterprise.

Under the normal
procedure, we or our paying agent must withhold the full Belgian withholding tax (without taking into account the Treaty rate). Qualifying Holders may make a claim for reimbursement for amounts withheld in excess of the rate defined by the Treaty.
The reimbursement form (Form 276 Div-Aut.) may be obtained from the Bureau Central de Taxation Bruxelles-Etranger, 33 Boulevard Roi Albert II, 33 (North Galaxy Tower B7), 1030 Brussels, Belgium. Qualifying Holders may also, subject to certain
conditions, obtain the reduced Treaty rate at source. Qualifying Holders should deliver a duly completed Form 276 Div-Aut. no later than 10 days after the date on which the dividend becomes payable. U.S. holders should consult their own tax advisers
as to whether they



166



---

##### Table of Contents

qualify for reduction in withholding tax upon payment or attribution of dividends, and as to the procedural requirements for obtaining a reduced withholding tax upon the payment of dividends or
for making claims for reimbursement.

Withholding tax is also not applicable, pursuant to Belgian domestic tax law, on
dividends paid to certain U.S. organizations that are not engaged in any business or other profit making activity and are exempted from income taxes in the United States, provided that such organization is not contractually obligated to redistribute
the dividends to any beneficial owner of such dividends for whom it would manage our shares or ADSs and subject to certain procedural formalities.

Capital Gains and Losses

Pursuant to the Treaty, capital gains and/or
losses realized by a Qualifying Holder from the sale, exchange or other disposition of our shares or ADSs do not fall within the scope of application of Belgian domestic tax law.

Capital gains realized on our shares or ADSs by a corporate Holder which is not entitled to claim the benefits of the Treaty under the
limitation of benefits article included in the Treaty are generally not subject to taxation and losses are not deductible.

Private individual Holders who are not entitled to claim the benefits of the Treaty under the limitation of benefits article included in
the Treaty and which are holding our shares or ADSs as a private investment will, as a rule, not be subject to tax on any capital gains arising out of a disposal of our shares or ADSs. Losses will, as a rule, not be deductible in Belgium.

However, if the gain realized by such individual Holders on our shares or ADSs is deemed to be realized outside the scope of
the normal management of such individuals private estate and the capital gain is obtained or received in Belgium, the gain will be subject to a final professional withholding tax of 30.28%. The Official Commentary to the ITC 1992 stipulates
that occasional transactions on a stock exchange regarding our shares or ADSs should not be considered as transactions realized outside the scope of normal management of ones own private estate.

Capital gains realized by such individual Holders on the disposal of our shares or ADSs for consideration, outside the exercise of a
professional activity, to a non-resident company (or a body constituted in a similar legal form), to a foreign State (or one of its political subdivisions or local authorities) or to a non-resident legal entity who is established outside the
European Economic Area, are in principle taxable at a rate of 16.5% if, at any time during the five years preceding the sale, such individual Holder has owned directly or indirectly, alone or with his/her spouse or with certain relatives, a
substantial shareholding in us (that is, a shareholding of more than 25% of our shares).

Capital gains realized by a Holder
upon the redemption of our shares or ADSs or upon our liquidation will generally be taxable as a dividend (see above).

Estate and Gift Tax

There is no Belgium estate tax on the transfer of our shares or ADSs on the death of a Belgium non-resident.

Donations of our shares or ADSs or ADSs made in Belgium may or may not be subject to gift tax depending on the modalities under which the donation is carried out.

Belgian Tax on Stock Exchange Transactions

A stock market tax is normally levied on the purchase and the sale and on any other acquisition and transfer for consideration in Belgium of our existing shares or ADSs through a professional intermediary
established in



167



---

##### Table of Contents

Belgium on the secondary market (so-called secondary market transactions). The applicable rate amounts to 0.17% of the consideration paid but with a cap of EUR 500 per
transaction and per party.

Belgian non-residents who purchase or otherwise acquire or transfer, for consideration, existing
shares or ADSs in Belgium for their own account through a professional intermediary may be exempt from the stock market tax if they deliver a sworn affidavit to the intermediary in Belgium confirming their non-resident status.

In addition to the above, no stock market tax is payable by: (i) professional intermediaries described in Article 2, 9° and
10° of the Law of 2 August 2002 acting for their own account, (ii) insurance companies described in Article 2, §1 of the Law of 9 July 1975 acting for their own account, (iii) professional retirement institutions
referred to in Article 2, 1° of the Law of 27 October 2006 relating to the control of professional retirement institutions acting for their own account, or (iv) collective investment institutions acting for their own account.

No stock market tax will thus be due by Holders on the subscription, purchase or sale of existing shares or ADSs, if the
Holders are acting for their own account. In order to benefit from this exemption, the Holders must file with the professional intermediary in Belgium a sworn affidavit evidencing that they are non-residents for Belgian tax purposes.

U.S. Taxation

This
section describes the material United States federal income tax consequences of the ownership and disposition of shares or ADSs. It applies to you only if you are a U.S. holder, as described below, and you hold your shares or ADSs as capital assets
for United States federal income tax purposes. This section does not apply to you if you are a member of a special class of holders subject to special rules, including:



| |  |  | a bank;
| | - |  | -------



| |  |  | a dealer in securities;
| | - |  | -----------------------



| |  |  | a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | a tax-exempt organization;
| | - |  | --------------------------



| |  |  | a life insurance company;
| | - |  | -------------------------



| |  |  | a person liable for alternative minimum tax;
| | - |  | --------------------------------------------



| |  |  | a person that actually or constructively owns 10% or more of our voting stock;
| | - |  | ------------------------------------------------------------------------------



| |  |  | a person that holds shares or ADSs as part of a straddle or a hedging or conversion transaction; or
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | a person whose functional currency is not the U.S. dollar.
| | - |  | ----------------------------------------------------------

This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect, as
well as on the Treaty. These laws are subject to change, possibly on a retroactive basis. In addition, this section is based in part upon the representations of the Depositary and the assumption that each obligation in the deposit agreement and any
related agreement will be performed in accordance with its terms.

You are a U.S. holder if you are a beneficial owner of
shares or ADSs and you are:



| |  |  | a citizen or resident of the United States;
| | - |  | -------------------------------------------



| |  |  | a domestic corporation;
| | - |  | -----------------------



168



---

##### Table of Contents

| |  |  | an estate whose income is subject to United States federal income tax regardless of its source; or
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | a trust if a United States court can exercise primary supervision over the trusts administration and one or more United States persons are
authorized to control all substantial decisions of the trust.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

You should consult your own tax advisor
regarding the United States federal, state, local, foreign and other tax consequences of owning and disposing of our shares and ADSs in your particular circumstances. In particular, you should confirm whether you qualify for the benefits of the
Treaty and the consequences of failing to do so.

If a partnership holds our shares or ADSs, the United States federal income
tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. If you hold our shares or ADSs as a partner in a partnership, you should consult your tax advisor with regard to the United
States federal income tax treatment of an investment in our shares or ADSs.

Taxation of Dividends

Subject to the passive foreign investment company (or PFIC) rules discussed below, if you are a U.S. holder, the gross amount of any
dividend we pay out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes) is subject to United States federal income taxation. If you are a non-corporate U.S. holder, dividends paid to you
in taxable years beginning before 1 January 2013 that constitute qualified dividend income will be taxable to you at a maximum tax rate of 15% provided that you hold our shares or ADSs for more than 60 days during the 121-day period beginning
60 days before the ex-dividend date and meet other holding period requirements. Dividends we pay with respect to the shares generally will be qualified dividend income.

You must include any Belgian tax withheld from the dividend payment in this gross amount even though you do not in fact receive it. The dividend is taxable to you when you receive the dividend, actually
or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. If the dividend is paid in Euros, the
amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. dollar value of the Euro payments made, determined at the spot Euro/U.S. dollar rate on the date the dividend distribution is includible in
your income, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date you include the dividend payment in income to the date
you convert the payment into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the
United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a non-taxable return of capital to the
extent of your basis in the shares or ADSs and thereafter as capital gain.

Subject to certain limitations, the Belgian tax
withheld in accordance with the Treaty and paid over to Belgium will be creditable against your United States federal income tax liability. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are
subject to the maximum 15% tax rate. To the extent a refund of the tax withheld is available to you under Belgian law or under the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against your United States
federal income tax liability. In addition, (i) if you are eligible under the Treaty for a lower rate of Belgian withholding tax on a distribution with respect to the shares or ADSs, yet you do not claim such lower rate or (ii) you own VVPR
Strips and fail to claim the right to the reduced withholding tax rate or sell your VVPR Strip prior to the time a distribution is made with respect to your shares or ADS, and as a result, you are subject to a greater Belgian withholding tax on the
distribution than you could have obtained by (i) claiming benefits under the Treaty or (ii) retaining the VVPR Strips and/or claiming your right to the reduced withholding tax rate, such additional Belgian withholding tax would likely not
be eligible for credit against your United States federal income tax liability.



169



---

##### Table of Contents

Dividends will be income from sources outside the United States, and depending on your
circumstances, will generally be either passive or general income for purposes of computing the foreign tax credit allowable to you.

Taxation of Capital Gains

Subject to the PFIC rules discussed below, if
you are a U.S. holder and you sell or otherwise dispose of your shares or ADSs, you will recognize capital gain or loss for United States federal income tax purposes equal to the difference between the U.S. dollar value of the amount that you
realize and your tax basis, determined in U.S. dollars, in your shares or ADSs. Capital gain of a non-corporate U.S. holder is generally taxed at preferential rates where the holder has a holding period greater than one year. The gain or loss will
generally be income or loss from sources within the United States for foreign tax credit limitation purposes. Your ability to deduct capital losses is subject to limitations.

PFIC Rules

We believe that our shares and ADSs should not be treated as
stock of a PFIC for United States federal income tax purposes, but this conclusion is a factual determination that is made annually and thus may be subject to change. A company is considered a PFIC if, for any taxable year, either (i) at least
75% of its gross income is passive income or (ii) at least 50% of the value of its assets is attributable to assets that produce or are held for the production of passive income. If we were to be treated as a PFIC, unless a U.S. holder elects
to be taxed annually on a mark-to-market basis with respect to the shares or ADSs or makes a qualified electing fund (QEF) election the first taxable year in which we are treated as a PFIC, gain realized on the sale or
other disposition of your shares or ADSs would in general not be treated as capital gain. Instead, if you are a U.S. holder, you would be treated as if you had realized such gain and certain excess distributions ratably over your holding period for
the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, your shares
or ADSs will be treated as stock in a PFIC if we were a PFIC at any time during your holding period in your shares or ADSs. Dividends that you receive from us will not be eligible for the special tax rates applicable to qualified dividend income if
we are treated as a PFIC with respect to you either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income. The QEF election is conditioned upon our furnishing you
annually with certain tax information. We may not take the action necessary for a U.S. shareholder to make a QEF election in the event the Company is determined to be a PFIC.

Belgian Stock Market Tax

Any Belgian stock market tax that you pay will
likely not be a creditable tax for United States federal income tax purposes. However, U.S. holders are exempt from such tax if they act for their own account and certain information is provided to relevant professional intermediaries (as described
under Belgian TaxationBelgian Tax on Stock Exchange Transactions). U.S. holders are urged to consult their own tax advisers regarding the potential application of Belgian tax law to the ownership and disposition of our shares
or ADSs.

F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENT BY EXPERTS

Not applicable.

H. DOCUMENTS ON DISPLAY

You may read and copy
any reports or other information that we file at the public reference rooms of the Securities and Exchange Commission (SEC) at 100 F Street, N.E., Washington, D.C. 20549, and at the SECs regional offices located at 3 World
Financial Center, Suite 400, New York, New York 10281 and 175 W. Jackson



170



---

##### Table of Contents

Boulevard, Suite 900, Chicago, IL 60604. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Electronic filings made through the Electronic Data
Gathering, Analysis and Retrieval system are also publicly available through the SECs website on the Internet at http://www.sec.gov.

We also make available on our website, free of charge, our annual reports on Form 20-F and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC
filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is http://www.ab-inbev.com. The information on our website is not incorporated by reference in this document.

We have filed our amended and restated articles of association and all other deeds that are to be published in the annexes to
the Belgian State Gazette with the clerks office of the Commercial Court of Brussels (Belgium), where they are available to the public. A copy of the articles of association dated 24 March 2011 has been filed as Exhibit 99.1 to Form 6-K
filed on 25 March 2011, and is also available on our website under http://www.ab-inbev.com/go/corporate_governance/bylaws.cfm.

In accordance with Belgian law, we must prepare audited annual statutory and consolidated financial statements. The audited annual statutory and consolidated financial statements and the reports of our
Board and statutory auditor relating thereto are filed with the Belgian National Bank, where they are available to the public. Furthermore, as a listed company, we publish an annual announcement preceding the publication of our annual financial
report (which includes the audited annual financial statements, the report of our Board and the statutory auditors report). In addition, we publish interim management statements. Copies of these documents are available on our website under:



| |  |  | http://www.ab-inbev.com/go/investors/reports_and_publications/statutory_accounts.cfm
| | - |  | ------------------------------------------------------------------------------------



| |  |  | http://www.ab-inbev.com/go/investors/reports_and_publications/annual_and_hy_reports.cfm; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | http://www.ab-inbev.com/go/investors/reports_and_publications/quarterly_reports.cfm
| | - |  | -----------------------------------------------------------------------------------

We also disclose price sensitive information (inside information) and certain other information to the public. In accordance with the
Belgian Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments that are admitted to trading on a regulated market, such information and documentation is made available through our website, press releases and the
communication channels of Euronext Brussels.

Our head office is located at Brouwerijplein 1, 3000 Leuven, Belgium. Our
telephone number is +32 (0)1 627 6111 and our website is http://www.ab-inbev.com. The contents of our website do not form a part of this Form 20-F. Although certain references are made to our website in this Form 20-F, no information on
our website forms part of this Form 20-F.

Documents related to us that are available to the public (reports, our Corporate
Governance Charter, written communications, financial statements and our historical financial information for each of the three financial years preceding the publication of this Form 20-F) can be consulted on our website
(http://www.ab-inbev.com) and at: Anheuser-Busch InBev SA/NV, Brouwerijplein 1, 3000 Leuven, Belgium.

Unless stated
otherwise in this Form 20-F, none of these documents form part of this Form 20-F.

I. SUBSIDIARY INFORMATION

Not applicable.



171



---

##### Table of Contents

|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Market Risk, Hedging and Financial Instruments

We are exposed to foreign
currency, interest rate, commodity price, liquidity, equity and credit risks in the normal course of our business. We analyze each of these risks individually as well as on an interconnected basis, and define strategies to manage the economic impact
on our performance in line with our financial risk management policy. The risk management committee meets on a frequent basis and is responsible for reviewing the results of the risk assessment, approving recommended risk management strategies,
monitoring compliance with the financial risk management policy and reporting to the Finance Committee of our Board.

We use
derivative financial instruments to manage foreign currency, interest rate, commodity price, equity and credit risks arising in the normal course of business. We do not, as a matter of policy, make use of derivative financial instruments in the
context of trading.

Financial markets experienced significant volatility over the past years, which we have addressed and are
continuing to address through our existing risk management policies.

Please refer to note 29 to our audited consolidated
financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010 for a fuller quantitative and qualitative discussion on the market risks to which we are subject and our policies with respect to managing
those risks.

Foreign Currency Risk

We are exposed to foreign currency risk on borrowings, investments, (forecasted) sales, (forecasted) purchases, royalties, dividends, licenses, management fees and interest expense/income whenever they
are denominated in a currency other than the functional currency of our subsidiary engaged in the relevant transaction. To manage this risk, we primarily make use of forward exchange contracts, exchange-traded foreign currency futures and
cross-currency interest rate swaps.

As far as foreign currency risk on firm commitments and forecasted transactions is
concerned, our policy is to hedge operational transactions that are reasonably expected to occur (for example, cost of goods sold and selling, general and administrative expenses) within a maximum of 15 months. Operational transactions that are
certain (such as capital expenditure) are hedged without any limitation in time. Non-operational transactions (such as acquisitions and disposals of subsidiaries) are hedged as soon as they are certain. Although we systematically hedge our
transactional foreign exchange exposure, we do not hedge translational exposure.

As of 31 December 2010, we have locked
in all of our anticipated transactional exposure for 2011 for the most important currency pairs such as Brazilian real/USD and USD/Argentinean peso. Some exposures such as USD/Ukrainian hryvnia, and EUR/Ukrainian hryvnia, had been either mostly or
partially covered due to the fact that hedging can be limited in certain Eastern European countries as the local foreign exchange market prevents us from hedging at a reasonable cost.

We have performed analyses in relation to our foreign currency translation exposures using a currency sensitivity model that identified
varying ranges of possible closing and average exchange rates for 2010, factoring in the possible volatility in those exchange rates (see note 29 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the
three years ended 31 December 2010). We estimate that if the U.S. dollar had weakened or strengthened during 2010 based on such analysis, our 2010 profit before taxes would have been USD 756 million (13%) higher or lower,
respectively, while the pre-tax translation reserves in equity would have been USD 1,669 million higher or lower, respectively. Following a similar model with respect to foreign currency transactional risk, if certain currencies in which we
hold non-derivative monetary financial instruments in the local currency (primarily in certain Eastern European countries) had weakened or strengthened against the U.S. dollar or euro during 2010, our 2010 profit before taxes would have been USD
12 million lower or higher, respectively, while the pre-tax translation reserves in equity would have been USD 22 million higher or lower, respectively.



172



---

##### Table of Contents

Foreign exchange rates have been subject to significant volatility in the recent past and
may be again in the future. See note 29 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010 for details of the above sensitivity analyses, a fuller quantitative
and qualitative discussion on the foreign currency risks to which we are subject and our policies with respect to managing those risks.

Interest Rate Risk

We are exposed to interest rate risk on our
variable-rate interest-bearing financial liabilities. As of 31 December 2010, after certain hedging and fair value adjustments, USD 11,930 million, or 26.6%, of our interest-bearing financial liabilities (which include loans, borrowings
and bank overdrafts) bore a variable interest rate. We apply a dynamic interest rate hedging approach where the target mix between fixed and floating rate is reviewed periodically. The purpose of our policy is to achieve an optimal balance between
cost of funding and volatility of financial results, while taking into account market conditions as well as our overall business strategy. From time to time, we enter into interest rate swap agreements and forward rate agreements to manage our
interest rate risk, and also enter into cross-currency interest rate swap agreements to manage both our foreign currency risk and interest rate risk.

We have performed sensitivity analyses in relation to our interest-bearing financial liabilities and assets that bear a variable rate of interest, factoring in a range of possible volatilities in the
different markets where we hold such instruments (see note 29 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010). We have estimated that a change in market
interest rates based on the range of volatilities considered in our analysis could have impacted our 2010 interest expense by plus or minus USD 71 million in relation to our floating rate debt. Such increase or decrease would be partly offset
by an approximate USD 8 million decrease or increase in interest income on our interest-bearing financial assets.

Interest rates have been subject to significant volatility in the recent past and may be again in the future. See note 29 to our audited
consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010 for details of the above sensitivity analyses, a fuller quantitative and qualitative discussion on the interest rate risks to
which we are subject and our policies with respect to managing those risks.

Commodity Price Risk

We have significant exposures to the following commodities: aluminum, corn grits, corn syrup, corrugated cardboard, crowns, glass, hops,
labels, malt, fuel oil, natural gas, rice and wheat. The commodity markets have experienced and are expected to continue to experience price fluctuation in the future. We therefore use both fixed-price purchasing contracts and commodity derivatives
to minimize exposure to commodity price volatility, primarily for aluminum and sugar.

As of 31 December 2010, we had the
following commodity derivatives outstanding, by maturity:



|                            |  |          |       |  |                |  |    |          |  |  |       |  |  |  |       |  |  |  |     | 
|--------------------------- |  | -------- | ----- |  | -------------- |  | -- | -------- |  |  | ----- |  |  |  | ----- |  |  |  | --- | 
|                            |  | Notional |       |  | Fair 
Value(1) | 
|Commodities                 |  | <1 year  |       |  | 1-5 years      |  |    | >5 years |  |  | Total |  |  |  |      
|                            |  |          |       |  |               
|Aluminum swaps              |  |          | 1,048 |  |                |  | 53 |          |  |  |      |  |  |  | 1,101 |  |  |  | 119 | 
|Other commodity derivatives |  |          | 406   |  |                |  | 48 |          |  |  |      |  |  |  | 454   |  |  |  | 115 | 



Note:



|(1) | Represents the excess of assets over liabilities as of 31 December 2010.
|--- | ------------------------------------------------------------------------

These hedges are designated in a cash flow hedge accounting relationship in accordance with IAS 39.

See note 29 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended 31 December 2010 for a fuller quantitative and qualitative discussion
on the commodity risks that we are subjected to, and our policies with respect to managing those risks.



173



---

##### Table of Contents

Other Risks

See note 29 to our audited consolidated financial statements as of 31 December 2010 and 2009, and for the three years ended
31 December 2010 for a fuller quantitative and qualitative discussion on the equity, credit and liquidity risks to which we are subject and our policies with respect to managing those risks.



|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|-------- | ------------------------------------------------------

A. DEBT SECURITIES

Not applicable.

B. WARRANTS AND RIGHTS

Not applicable.

C. OTHER SECURITIES

Not applicable.

D. AMERICAN DEPOSITARY SHARES

Pursuant to our registration statement on Form 20-F declared effective by the SEC on
15 September 2009, we registered American Depositary Shares (ADSs) which are represented by American Depositary Receipts (ADRs) in a sponsored facility. The deposit agreement is among us, The Bank of New
York Mellon, as ADR depositary, and all holders from time to time of ADRs issued under the deposit agreement. Copies of the deposit agreement are also on file at the ADR depositarys corporate trust office and the office of the custodian. They
are open to inspection by owners and holders during business hours.

American Depositary Shares

The Bank of New York, as depositary, will register and deliver American Depositary Shares, also referred to as ADSs. Each ADS will
represent one share (or a right to receive one share) deposited with the principal Brussels office of ING Belgium SA/NV, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by
the depositary. The depositarys corporate trust office at which the ADSs will be administered is located at 101 Barclay Street, New York, New York 10286. The Bank of New Yorks principal executive office is located at One Wall Street, New
York, New York 10286.

You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also
referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having ADSs registered in your name in the Direct Registration System, or (B) indirectly by holding a security
entitlement in ADSs through your broker or other financial institution. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly,
you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, also referred to as DTC,
pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements sent by the depositary to the registered holders of uncertificated ADSs.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Belgian law governs
shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the



174



---

##### Table of Contents

depositary and you, as an ADS holder, and all other persons indirectly holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the
deposit agreement and the ADSs.

The following is a summary of the fee provisions of the deposit agreement. For more complete
information regarding ADRs, you should read the entire deposit agreement and the form of ADR.

Fees and Expenses payable by
holders



|                                                                                                                                                                                               |  |                                                                                                                                                                                                             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Persons depositing or withdrawing shares or ADS holders must pay:                                                                                                                              |  | For:                                                                                                                                                                                                        
|                                                                                                                                                                                               | 
|$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)                                                                                                                                          |  | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
 Cancellation of ADSs for the purpose of withdrawal, including if the deposit
agreement terminates
|                                                                                                                                                                                               | 
|The greater of (a) $.02 (or less) per ADS and (b) 6% of the cash distribution amount per ADS                                                                                                   |  | Any cash distribution to ADS holders                                                                                                                                                                        
|                                                                                                                                                                                               | 
|A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs                                      |  | Distribution of securities to holders of deposited securities by the depositary to ADS holders                                                                                                              
|                                                                                                                                                                                               | 
|$.02 (or less) per ADSs per calendar year                                                                                                                                                      |  | Depositary services. The combined fee for depositary services and cash distribution fees will not exceed $0.02 per ADS for any year                                                                         
|                                                                                                                                                                                               | 
|Registration or transfer fees                                                                                                                                                                  |  | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares                                                            
|                                                                                                                                                                                               | 
|Expenses of the depositary                                                                                                                                                                     |  | Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
 Converting foreign currency to U.S. dollars                                                                    
|                                                                                                                                                                                               | 
|Taxes and other governmental charges that the depositary or the custodian has to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or
withholding taxes |  | As necessary                                                                                                                                                                                                
|                                                                                                                                                                                               | 
|Telex of facsimile charges provided for in the deposit agreement                                                                                                                               |  | Expenses for depositary services                                                                                                                                                                            
|                                                                                                                                                                                               | 
|Any unavoidable charges incurred by the depositary or its agents for servicing the deposited securities                                                                                        |  | As necessary                                                                                                                                                                                                



175



---

##### Table of Contents

The depositary collects its fees for delivery and surrender of ADSs directly from investors
depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a
portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants
acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

Payment of Taxes

You will be responsible for any taxes or other
governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs
until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it
will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property remaining after it has paid the taxes.

Fees payable by the depositary

For the year ended 31 December 2010, the depositary reimbursed us for expenses we incurred, or paid amounts on our behalf to third parties in connection with the ADS program for a total sum of USD
6.5 million.



|                                       |  |                 |           | 
|-------------------------------------- |  | --------------- | --------- | 
|Expenses the depositary reimbursed us  |  | Amount (in USD) |          
|Establishment and maintenance expenses |  |                 | 6,186,726 | 
|                                       | 
|Total                                  |  |                 | 6,186,726 | 

The depositary
has also agreed to waive fees for standard costs associated with the administration of the program and has paid certain expenses directly to third parties on our behalf. The table below sets forth those expenses that the depositary paid directly to
third parties for the year ended 31 December 2010.



|                                                            |  |                 |         | 
|----------------------------------------------------------- |  | --------------- | ------- | 
|Expenses the depositary paid to third parties on our
behalf |  | Amount (in USD) |        
|Annual stock exchange listing fees                          |  |                 | 205,646 | 
|                                                            | 
|Standard out-of-pocket maintenance costs                    |  |                 | 99,296  | 
|                                                            | 
|Total                                                       |  |                 | 304,942 | 



176



---

##### Table of Contents

PART II



|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|-------- | -----------------------------------------------

None.



|ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|-------- | ----------------------------------------------------------------------------

None.



|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Disclosure
Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer,
has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of 31 December 2010. There are inherent limitations to the effectiveness of any system of
disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of
achieving their control objectives. Based upon our evaluation, as of 31 December 2010, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures, in accordance with Exchange Act Rule
13a-15(e), (i) are effective in ensuring that information required to be disclosed in the reports that are filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the
Commissions rules and forms, and (ii) are effective in ensuring that information to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to the management of the Company, including
the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure.

Managements
annual report on internal control over financial reporting

Our management is responsible for establishing and maintaining
adequate internal control of financial reporting. Our internal control of financial reporting is a process designed, under the supervision of the chief executive officer and chief financial officer, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with generally accepted accounting principles.

Our internal control of financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly, reflect transactions and
dispositions of assets, provide reasonable assurance that transactions are recorded in the manner necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures are only carried out in accordance with the authorization of our management and directors, and provide reasonable assurance regarding the prevention or timely detection of any unauthorized acquisition, use or disposition of our assets
that could have a material effect on our financial statements.

Because of its inherent limitations, internal control of
financial reporting may not prevent or detect all misstatements. Moreover, projections of any evaluation of the effectiveness of internal control to future periods are subject to a risk that controls may become inadequate because of changes in
conditions and that the degree of compliance with the policies or procedures may deteriorate.

Our management has assessed the
effectiveness of internal control of financial reporting based on the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our management has
concluded that our internal control over financial reporting as of 31 December 2010 was effective.



177



---

##### Table of Contents

The effectiveness of internal control of financial reporting as of 31 December 2010 has
been audited by PricewaterhouseCoopers Bedrijfsrevisoren BCVBA, as represented by Yves Vandenplas (PricewaterhouseCoopers Bedrijfsrevisoren), which also acted as our independent auditor. Their audit report is included in our audited
consolidated financial statements included in this Form 20-F.

Changes in internal control over financial reporting

During the period covered by this Form 20-F, we have not made any change to our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT
|--------- | --------------------------------

Our board of directors has determined that Kees J. Storm is an audit committee financial expert as defined in Item 16A of Form 20-F under the Exchange Act and is an independent director
under Rule 10A-3 under the Exchange Act.



|ITEM 16B. | CODE OF ETHICS
|--------- | --------------

We have
adopted a Code of Conduct and Code of Dealing, which applies to all of our employees, including our principal executive, principal financial and principal accounting officers. Our Code of Conduct and Code of Dealing is intended to meet the
definition of code of ethics under Item 16B of 20-F under the Exchange Act. Our Code of Conduct and Code of Dealing is filed as Exhibit 11.1 to this Form 20-F.

If the provisions of the code that apply to our principal executive officer, principal financial officer or principal accounting officer
are amended, or if a waiver is granted, we will disclose such amendment or waiver.



|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|--------- | --------------------------------------

PricewaterhouseCoopers Bedrijfsrevisoren acted as our independent auditor for the fiscal year ended 31 December 2010. Klynveld Peat Marwick Goerdeler (KPMG) Réviseurs
dEntreprises SCCRL/Bedrijfsrevisoren BCVBA acted as our independent auditor for the fiscal year ended 31 December 2009. The table below sets forth the total amount billed to us by PricewaterhouseCoopers Bedrijfsrevisoren for services
performed in the year 2010 and by KPMG for services performed in the year 2009, and breaks down these amounts by category of service:



|                   |  |               |        |  |      |  |        | 
|------------------ |  | ------------- | ------ |  | ---- |  | ------ | 
|                   |  | 2010          |        |  | 2009 | 
|                   |  | (USD million) |       
|Audit Fees         |  |               | 7.513  |  |      |  | 6.467  | 
|Audit-Related Fees |  |               | 0.500  |  |      |  | 2.103  | 
|Tax Fees           |  |               | 4.388  |  |      |  | 0.120  | 
|All Other Fees     |  |               | 0.363  |  |      |  | 2.832  | 
|Total              |  |               | 12.764 |  |      |  | 11.522 | 



Note:



|(1) | The 2009 fees do not include audit and other fees of Anheuser-Busch which were audited by PricewaterhouseCoopers. Our statutory auditor in 2009 was KPMG.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Audit Fees

Audit fees are fees billed for services that provide assurance on the fair presentation of financial statements and encompass the following specific elements:



| |  |  | An audit opinion on our consolidated financial statements;
| | - |  | ----------------------------------------------------------



178



---

##### Table of Contents

| |  |  | An audit opinion on the statutory financial statements of individual companies within the AB InBev Group, where legally required;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | A review opinion on interim financial statements;
| | - |  | -------------------------------------------------



| |  |  | In general, any opinion assigned to the statutory auditor by local legislation or regulations.
| | - |  | ----------------------------------------------------------------------------------------------

Audit-Related Fees

Audit-related fees are fees for assurance services or other work traditionally provided to us by external audit firms in their role as
statutory auditors. These services usually result in a certification or specific opinion on an investigation or specific procedures applied, and include the following:



| |  |  | Opinions/audit reports on information provided by us at the request of a third party (for example, prospectuses, comfort letters).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------

Tax Fees

Tax fees in 2010 were related to tax compliance and tax advisory services. Tax fees in 2009 were related to tax compliance services.

All Other Fees

All other fees in 2010 primarily relate to divesture
advisory services, and in 2009 primarily relate to audits of businesses acquired or to be sold.

Pre-Approval Policies and Procedures

The advance approval of the Audit Committee or member thereof, to whom approval authority has been delegated, is required
for all audit and non-audit services provided by our auditors. The pre-approval policy of the Audit Committee allows the Vice-President of Corporate Audit to approve in advance the following services, capped at $150,000 for each service: statutory
or financial audits, services associated with registrations with Belgian and U.S. regulators as well as other documents issued in connection with the offering of securities, accounting advisory on the application of accounting standards, regulatory
accounting including Belgian and U.S. SEC filings, responding to regulatory inquiries and training sessions, services related to acquisitions or disposals such as due diligence, audit of opening balance sheet, working capital verification, audit of
carve-out financial statements and reports in connection with stock exchange requirements, audit of financial statements of employee benefit plans, preparation and review of tax returns, assistance in connection with field audits by tax authorities,
expatriate and individual income tax returns except for individuals in a financial reporting oversight role, advice on pending or proposed tax legislation and tax guidance on proposed tax transactions.

All services provided by our auditors are approved in advance by either a member of our Audit Committee or the Vice-President of
Corporate Audit in accordance with the Audit Committees pre-approval policy. Our auditors and management report, on a quarterly basis, to the Audit Committee regarding the extent of the services provided in accordance with the pre-approval
policy and the fees for the services performed to date.



|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|--------- | ----------------------------------------------------------

None.



|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER
|--------- | --------------------------------------------

There are no outstanding buy-back programs of our shares.



179



---

##### Table of Contents

The following table sets forth certain information related to purchases made by the AB InBev
Group of our shares or ADSs:



|               |  |                                |        |  |                             |  |    |                                                                              |  |  |                                                                                                          |  |  |  |   | 
|-------------- |  | ------------------------------ | ------ |  | --------------------------- |  | -- | ---------------------------------------------------------------------------- |  |  | -------------------------------------------------------------------------------------------------------- |  |  |  | - | 
|               |  | Total Number ofSharesPurchased |        |  | Average Price Paidper Share |  |    | Total Number ofShares Purchased asPart of PubliclyAnnounced Plans
orPrograms |  |  | Maximum Number (orApproximate DollarValue) of Shares that MayYet
Be Purchased Underthe Plans or Programs | 
|               |  | (number of shares)             |        |  | (USD)                       |  |    | (number of shares)                                                           |  |  | (USD million)                                                                                            | 
|January 2010   |  |                                | 1,098  |  |                             |  | (1 | )                                                                            |  |  |                                                                                                         |  |  |  |  | 
|February 2010  |  |                                | 34,469 |  |                             |  | (1 | )                                                                            |  |  |                                                                                                          |  |  |  |   | 
|March 2010     |  |                                | 4,945  |  |                             |  | (1 | )                                                                            |  |  |                                                                                                          |  |  |  |   | 
|April 2010     |  |                                | 1,157  |  |                             |  | (1 | )                                                                            |  |  |                                                                                                          |  |  |  |   | 
|August 2010    |  |                                | 666    |  |                             |  | (1 | )                                                                            |  |  |                                                                                                          |  |  |  |   | 
|September 2010 |  |                                | 666    |  |                             |  | (1 | )                                                                            |  |  |                                                                                                         |  |  |  |  | 
|November 2010  |  |                                | 3,701  |  |                             |  | (1 | )                                                                            |  |  |                                                                                                         |  |  |  |  | 
|Total          |  |                                | 46,702 |  |                             |  | (1 | )                                                                            |  |  |                                                                                                         |  |  |  |  | 



Note:



|(1) | Under certain of our share-based compensation plans, shares are granted to employees at a discount. See Item 6. Directors, Senior Management and EmployeesB.
CompensationShare-Based Payment PlansAmBev Exchange of Share-Ownership Program. The discount is granted in the form of additional shares, and if such employees leave the AB InBev Group prior to the end of the applicable vesting
period, we take back the shares representing the discount. Technically, all of the discount shares are repurchased from the employee by our subsidiary, Brandbrew, for an aggregate price of EUR 1.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 16F. | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
|--------- | --------------------------------------------

Not applicable.



|ITEM 16G. | CORPORATE GOVERNANCE
|--------- | --------------------

We
believe the following to be the significant differences between our corporate governance practices and those applicable to U.S. companies under the NYSE listing standards.

In general, the 2009 Belgian Corporate Governance Code that applies to us is a code of best practices applied to listed companies on a non-binding basis. The Code applies a comply or explain
approach, that is, companies may depart from the Codes provisions if they give a reasoned explanation of the reasons for doing so.

Under the NYSE listing standards, a majority of the directors of a listed U.S. company are required to be independent, while in Belgium, only three directors need be independent. As of 31 December
2010, our Board of Directors comprised four independent directors and nine non-independent directors. None of the nine non-independent directors serve as part of our management, and seven of these nine directors are deemed not to be
independent under the NYSE listing standards solely because they serve as directors of our majority shareholder, Stichting Anheuser-Busch InBev.

The NYSE rules further require that the nominating and compensation committees of a listed U.S. company be composed entirely of independent directors. The Belgian Corporate Governance Code recommends that
a majority of the directors on each of these committees meet the technical requirements for independence under Belgian corporate law. As of 1 January 2011, four of the five directors on our Nomination Committee and one of the three directors on
our Remuneration Committee would not meet the NYSE independence requirements. As these committees are composed exclusively of non-executive directors who are independent of management and free from any business relationship that could materially
interfere with the exercise of their independent judgment, we consider that the composition of these committees achieves the Belgian Corporate Governance Codes aim of avoiding potential conflicts of interest.

We consider that the terms of reference of our board committees are generally responsive to the relevant NYSE rules, but may not address
all aspects of these rules.



180



---

##### Table of Contents

PART III



|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------

We
have elected to provide financial statements pursuant to Item 18.



|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

The
audited consolidated financial statements as required under Item 18 are attached hereto starting on page F-1 of this Form 20-F. The audit report of PricewaterhouseCoopers Bedrijfsrevisoren, independent registered public accounting firm, is
included herein preceding the audited consolidated financial statements.



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



|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1 |  | Consolidated Articles of Association of Anheuser-Busch InBev SA/NV, dated as of 24 March 2011 (English-language translation) (incorporated by reference to Exhibit 99.1 to Form
6-K filed by Anheuser-Busch InBev SA/NV on 25 March 2011).                                                                                                                                                                                                                                                                
|    | 
|2.1 |  | Indenture, dated as of 16 October 2009, among the Company, Anheuser-Busch InBev SA/NV, Brandbrew S.A., Cobrew NV/SA and Anheuser-Busch Companies, Inc. 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.                                                                                                                                                                                                                                                                  
|    | 
|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, Eugenie Patri Sebastien S.A. (formerly Eugenie Patri Sebastien SCA), Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew) and Rayvax Societe dInvestissement NV/SA (incorporated by reference to
Exhibit 3.1 to Form 20-F 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 |  | 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).                                                                                                                                                                                                                                                                 
|    | 
|4.2 |  | Share-Based Compensation Plan (incorporated by reference to Exhibit 4.3 to Form S-8 filed by Anheuser-Busch InBev SA/NV on 4 February 2011).                                                                                                                                                                                                                                                                                                                                                              
|    | 
|4.3 |  | Share-Based Compensation Plan Relating to American Depositary Shares of Anheuser-Busch InBev (incorporated by reference to Exhibit 4.4 to Form S-8 filed by Anheuser-Busch InBev
SA/NV on 4 February 2011).                                                                                                                                                                                                                                                                                               
|    | 
|4.4 |  | Long-Term Incentive Plan Relating to Shares of Anheuser-Busch InBev (incorporated by reference to Exhibit 4.3 to Form S-8 filed by Anheuser-Busch InBev SA/NV on 17 December
2010).                                                                                                                                                                                                                                                                                                                       
|    | 
|4.5 |  | Long-Term Incentive Plan Relating to American Depositary Shares of Anheuser-Busch InBev (incorporated by reference to Exhibit 4.4 to Form S-8 filed by Anheuser-Busch InBev SA/NV on
17 December 2010).                                                                                                                                                                                                                                                                                                   
|    | 
|4.6 |  | Exceptional Incentive Restricted Stock Units Programme (incorporated by reference to Exhibit 4.5 to Form S-8 filed by Anheuser-Busch InBev SA/NV on 17 December
2010).                                                                                                                                                                                                                                                                                                                                    



181



---

##### Table of Contents

|     |  |                                                                                                                                                                                                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|4.7  |  | Discretionary Restricted Stock Units Programme (incorporated by reference to Exhibit 4.3 to Form S-8 filed by Anheuser-Busch InBev SA/NV on 8 September 2010).                                                                                                                               
|     | 
|4.8  |  | 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 filed by
Anheuser-Busch InBev SA/NV on 25 February 2010).                                                               
|     | 
|4.9  |  | 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 filed by Anheuser-Busch
InBev SA/NV on 25 February 2010).                                                                                
|     | 
|4.10 |  | Forms of Stock Option Plan underlying the Dividend Waiver and Exchange Program (incorporated by reference to Exhibit 4.5 to Form S-8 filed by Anheuser-Busch InBev SA/NV on 25
February 2010).                                                                                               
|     | 
|4.11 |  | Share Based Compensation Plan March 2010 (incorporated by reference to Exhibit 4.6 to Form S-8 filed by Anheuser-Busch InBev SA/NV on 25 February 2010).                                                                                                                                     
|     | 
|4.12 |  | 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 Amendment No. 1 to Form S-8 filed by Anheuser-Busch InBev SA/NV on 4 February 2011).
|     | 
|6.1  |  | Description of earnings per share (included in note 23 to our actual audited consolidated financial statements included in this Form 20-F).                                                                                                                                                  
|     | 
|7.1  |  | Description of ratios.                                                                                                                                                                                                                                                                       
|     | 
|8.1  |  | List of significant subsidiaries (included in note 36 to our actual audited consolidated financial statements included in this Form 20-F).                                                                                                                                                   
|     | 
|11.1 |  | Code of Business Conduct, dated as of August 2009 (incorporated by reference to Exhibit 11.1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 15 April 2010).                                                                                                                             
|     | 
|12.1 |  | Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                         
|     | 
|12.2 |  | Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                         
|     | 
|13.1 |  | Principal Executive Officer and Principal Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                         
|     | 
|15.1 |  | Consent of PricewaterhouseCoopers Bedrijfsrevisoren BCVBA.                                                                                                                                                                                                                                   
|     | 
|15.2 |  | Consent of KPMGBedrijfsrevisoren / Réviseurs dEntreprises.                                                                                                                                                                                                                                 
|     | 
|15.3 |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                       



Note:



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



182



---

##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this
annual report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                    |  |  |  |                                         |  |                                           |  | 
|------------------- |  |  |  | --------------------------------------- |  | ----------------------------------------- |  | 
|                    |  |  |  | Anheuser-Busch InBev SA/NV (Registrant)
|                    |  |  | 
|Date: 12 April 2011 |  |  |  | By:                                     |  | /s/ Sabine Chalmers                      
|                    |  |  |  | Name:                                   |  | Sabine Chalmers                          
|                    |  |  |  | Title:                                  |  | Chief Legal and Corporate Affairs Officer



183



---

##### Table of Contents

Table of Contents

AB INBEV GROUP ACTUAL HISTORICAL FINANCIAL INFORMATION



|                                                                                                   |  |  |      | 
|-------------------------------------------------------------------------------------------------- |  |  | ---- | 
|                                                                                                   | 
|Audited consolidated financial statements                                                          |  |  |      | 
|                                                                                                   | 
|Reports of Independent Registered Public Accounting Firms                                          |  |  | F-2  | 
|                                                                                                   | 
|Consolidated income statement for the years ended 31 December 2010, 2009 and 2008                  |  |  | F-7  | 
|                                                                                                   | 
|Consolidated statement of comprehensive income for the years ended 31 December 2010, 2009 and 2008 |  |  | F-7  | 
|                                                                                                   | 
|Consolidated statement of financial position as of 31 December 2010 and 2009                       |  |  | F-8  | 
|                                                                                                   | 
|Consolidated statement of changes in equity for the years ended 31 December 2010, 2009 and 2008    |  |  | F-9  | 
|                                                                                                   | 
|Consolidated cash flow statement for the years ended 31 December 2010, 2009 and 2008               |  |  | F-11 | 
|                                                                                                   | 
|Notes to the consolidated financial statements                                                     |  |  | F-12 | 



F-1



---

##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Anheuser-Busch InBev SA/NV

In our opinion, the accompanying consolidated statement of financial position and the related consolidated statements of income, comprehensive income, changes in equity and cash flows present fairly, in
all material respects, the financial position of Anheuser-Busch InBev SA/NV and its subsidiaries at 31 December 2010, and the results of their operations and their cash flows for the year ended 31 December 2010 in conformity with
International Financial Reporting Standards as issued by the International Accounting Standards Board and in conformity with International Financial Reporting Standards as adopted by the European Union. Also in our opinion, the Company maintained,
in all material respects, effective internal control over financial reporting as of 31 December 2010, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Companys management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in Managements annual report on internal control over financial reporting as set out in Item 15 on page 177. Our responsibility is to express an opinion on these financial statements and on the
Companys internal control over financial reporting based on our integrated audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the
financial statements included 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the



F-2



---

##### Table of Contents

risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Sint-Stevens-Woluwe, Belgium 11 April 2011

PricewaterhouseCoopers Bedrijfsrevisoren BCVBA

Represented by

/s/ Yves Vandenplas

Yves Vandenplas

Bedrijfsrevisor



F-3



---

##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Anheuser-Busch InBev SA/NV :

We have audited the accompanying consolidated statements of financial position of Anheuser-Busch InBev SA/NV and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements
of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2009. These consolidated financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the combined financial statements of the Anheuser-Busch US Beer and Packaging reporting entities, wholly owned subsidiaries,
which statements reflect total assets constituting 60.1 percent at December 31, 2009 and total revenues constituting 40.8 percent in 2009, of the related consolidated 2009 totals. We also did not audit the consolidated balance sheet of
Anheuser-Busch Companies, Inc. and subsidiaries as of December 31, 2008, which balance sheet reflects total assets constituting 15.3 percent at December 31, 2008, of the related consolidated 2008 totals. Those statements were audited by
other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for respectively the Anheuser-Busch US Beer and Packaging reporting entities and Anheuser-Busch Companies, Inc. is based solely on
the reports of the other auditors.

We conducted our audits 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits and the reports of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the
reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Anheuser-Busch InBev SA/NV and subsidiaries as of December 31, 2009 and 2008 and the
results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards
Board and IFRS as adopted by the European Union.

KPMG Bedrijfsrevisoren  Réviseurs dEntreprises

Statutory auditor

represented by

/s/    Jos Briers

Réviseur dEntreprises/Bedrijfsrevisor

Brussels, BELGIUM

April 14, 2010



F-4



---

##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Anheuser-Busch InBev SA/NV:

We have audited the accompanying consolidated balance sheet of Anheuser-Busch Companies, Inc. and its subsidiaries as of
December 31, 2008. This financial statement is the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit 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 balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance
sheet. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit of the balance sheet provides a reasonable
basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all material respects, the
financial position of Anheuser-Busch Companies, Inc. and its subsidiaries at December 31, 2008 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.



/s/ PricewaterhouseCoopers LLPPricewaterhouseCoopers LLP
St. Louis, MO
June 26, 2009




F-5



---

##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Anheuser-Busch InBev SA/NV:

We have audited the accompanying combined balance sheets of the Anheuser-Busch US Beer and Packaging reporting entities as of December 31, 2009, and the related combined statements of income,
comprehensive income, cash flows and changes in equity for the year then ended (not presented herein). These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit of these statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and International Standards on Auditing. 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 audit provide a reasonable basis for our opinion.

In our opinion, the accompanying combined financial
statements present fairly, in all material respects, the financial position of the Anheuser-Busch US Beer and Packaging reporting entities at December 31, 2009, and the results of their operations and their cash flows for the year then ended in
conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and IFRS as adopted by the European Union.



/s/ PricewaterhouseCoopers LLPPricewaterhouseCoopers LLP
St. Louis, MO April 14, 2010




F-6



---

##### Table of Contents

Consolidated financial statements

Consolidated income statement



|                                                          |  |       |    |  |      |  |         |       |  |  |         |   |  |  |         |  
|--------------------------------------------------------- |  | ----- | -- |  | ---- |  | ------- | ----- |  |  | ------- | - |  |  | ------- | -
|For the year ended 31 December
Million US dollar          |  | Notes |    |  | 2010 |  |         | 20091 |  |  | 20081   |  
|Revenue                                                   |  |       |    |  |      |  | 36 297  |       |  |  | 36 758  |   |  |  | 23 507  |  
|Cost of sales                                             |  |       |    |  |      |  | (16 151 | )     |  |  | (17 198 | ) |  |  | (10 336 | )
|                                                          |  |       |    |  |      |  |         |       |  |  |         |   |  |  |         |  
|Gross profit                                              |  |       |    |  |      |  | 20 146  |       |  |  | 19 560  |   |  |  | 13 171  |  
|                                                          |  |       |    | 
|Distribution expenses                                     |  |       |    |  |      |  | (2 913  | )     |  |  | (2 671  | ) |  |  | (2 725  | )
|Sales and marketing expenses                              |  |       |    |  |      |  | (4 712  | )     |  |  | (4 992  | ) |  |  | (3 510  | )
|Administrative expenses                                   |  |       |    |  |      |  | (1 960  | )     |  |  | (2 310  | ) |  |  | (1 478  | )
|Other operating income/(expenses)                         |  |       | 7  |  |      |  | 604     |       |  |  | 661     |   |  |  | 440     |  
|Restructuring (including impairment losses)               |  |       | 8  |  |      |  | (252    | )     |  |  | (153    | ) |  |  | (457    | )
|Fair value adjustments                                    |  |       | 8  |  |      |  |        |       |  |  | (67     | ) |  |  | (43     | )
|Business and asset disposal (including impairment losses) |  |       | 8  |  |      |  | (16     | )     |  |  | 1 541   |   |  |  | (38     | )
|Disputes                                                  |  |       | 8  |  |      |  |        |       |  |  |        |   |  |  | (20     | )
|                                                          |  |       |    |  |      |  |         |       |  |  |         |   |  |  |         |  
|Profit from operations                                    |  |       |    |  |      |  | 10 897  |       |  |  | 11 569  |   |  |  | 5 340   |  
|                                                          |  |       |    | 
|Finance cost                                              |  |       | 11 |  |      |  | (4 261  | )     |  |  | (4 766  | ) |  |  | (1 852  | )
|Finance income                                            |  |       | 11 |  |      |  | 525     |       |  |  | 347     |   |  |  | 252     |  
|                                                          |  |       |    |  |      |  |         |       |  |  |         |   |  |  |         |  
|Net finance cost                                          |  |       |    |  |      |  | (3 736  | )     |  |  | (4 419  | ) |  |  | (1 600  | )
|                                                          |  |       |    | 
|Share of result of associates                             |  |       | 16 |  |      |  | 521     |       |  |  | 513     |   |  |  | 60      |  
|                                                          |  |       |    |  |      |  |         |       |  |  |         |   |  |  |         |  
|Profit before tax                                         |  |       |    |  |      |  | 7 682   |       |  |  | 7 663   |   |  |  | 3800    |  
|                                                          |  |       |    | 
|Income tax expense                                        |  |       | 12 |  |      |  | (1 920  | )     |  |  | (1 786  | ) |  |  | (674    | )
|                                                          |  |       |    |  |      |  |         |       |  |  |         |   |  |  |         |  
|Profit                                                    |  |       |    |  |      |  | 5 762   |       |  |  | 5 877   |   |  |  | 3 126   |  
|                                                          |  |       |    | 
|Attributable to:                                          |  |       |    |  |      |  |         |       |  |  |         |   |  |  |         |  
|Equity holders of AB InBev                                |  |       |    |  |      |  | 4 026   |       |  |  | 4 613   |   |  |  | 1 927   |  
|Non-controlling interest                                  |  |       |    |  |      |  | 1 736   |       |  |  | 1 264   |   |  |  | 1 199   |  
|                                                          |  |       |    | 
|Basic earnings per share                                  |  |       | 23 |  |      |  | 2.53    |       |  |  | 2.91    |   |  |  | 1.93    |  
|Diluted earnings per share                                |  |       | 23 |  |      |  | 2.50    |       |  |  | 2.90    |   |  |  | 1.93    |  

Consolidated statement of comprehensive income



|                                                                           |  |      |       |   |       |  |       |       |  |  |        |  
|-------------------------------------------------------------------------- |  | ---- | ----- | - | ----- |  | ----- | ----- |  |  | ------ | -
|For the year ended 31 December
Million US dollar                           |  | 2010 |       |   | 20091 |  |       | 20081 | 
|Profit                                                                     |  |      | 5 762 |   |       |  | 5 877 |       |  |  | 3 126  |  
|                                                                           |  |      |      
|Other comprehensive income:                                                |  |      |       |   |       |  |       |       |  |  |        |  
|Exchange differences on translation of foreign operations (gains/(losses)) |  |      | 606   |   |       |  | 2 146 |       |  |  | (3 902 | )
|Cash flow hedges                                                           |  |      |       |   |       |  |       |       |  |  |        |  
|Recognized in equity                                                       |  |      | (120  | ) |       |  | 729   |       |  |  | (2 311 | )
|Removed from equity and included in profit or loss                         |  |      | 892   |   |       |  | 478   |       |  |  | (22    | )
|Removed from equity and included in the initial cost of inventories        |  |      |      |   |       |  | (37   | )     |  |  | 25     |  
|Actuarial gains/(losses)                                                   |  |      | (191  | ) |       |  | 134   |       |  |  | (372   | )
|Share of other comprehensive income of associates                          |  |      | 385   |   |       |  | 322   |       |  |  | (310   | )
|                                                                           |  |      |       |   |       |  |       |       |  |  |        |  
|Other comprehensive income, net of tax                                     |  |      | 1 572 |   |       |  | 3 772 |       |  |  | (6 892 | )
|                                                                           |  |      |      
|Total comprehensive income                                                 |  |      | 7 334 |   |       |  | 9 649 |       |  |  | (3 766 | )
|                                                                           |  |      |      
|Attributable to:                                                           |  |      |       |   |       |  |       |       |  |  |        |  
|Equity holders of AB InBev                                                 |  |      | 5 571 |   |       |  | 8 168 |       |  |  | (4 690 | )
|Non-controlling interest                                                   |  |      | 1 763 |   |       |  | 1 481 |       |  |  | 924    |  

The
accompanying notes are an integral part of these consolidated financial statements.





|1 | Reclassified to conform to the 2010 presentation.
|- | -------------------------------------------------



F-7



---

##### Table of Contents

Consolidated statement of financial position



|                                                  |  |       |    |  |      |  |         |      |  |  |         | 
|------------------------------------------------- |  | ----- | -- |  | ---- |  | ------- | ---- |  |  | ------- | 
|As at 31 December
Million US dollar               |  | Notes |    |  | 2010 |  |         | 2009 | 
|Assets                                            |  |       |    |  |      |  |         |      |  |  |         | 
|Non-current assets                                |  |       |    |  |      |  |         |      |  |  |         | 
|Property, plant and equipment                     |  |       | 13 |  |      |  | 15 893  |      |  |  | 16 461  | 
|Goodwill                                          |  |       | 14 |  |      |  | 52 498  |      |  |  | 52 125  | 
|Intangible assets                                 |  |       | 15 |  |      |  | 23 359  |      |  |  | 23 165  | 
|Investments in associates                         |  |       | 16 |  |      |  | 7 295   |      |  |  | 6 744   | 
|Investment securities                             |  |       | 17 |  |      |  | 243     |      |  |  | 277     | 
|Deferred tax assets                               |  |       | 18 |  |      |  | 744     |      |  |  | 949     | 
|Employee benefits                                 |  |       | 25 |  |      |  | 13      |      |  |  | 10      | 
|Trade and other receivables                       |  |       | 20 |  |      |  | 1 700   |      |  |  | 1 941   | 
|                                                  |  |       |    |  |      |  |         |      |  |  |         | 
|                                                  |  |       |    |  |      |  | 101 745 |      |  |  | 101 672 | 
|                                                  |  |       |   
|Current assets                                    |  |       |    |  |      |  |         |      |  |  |         | 
|Investment securities                             |  |       | 17 |  |      |  | 641     |      |  |  | 55      | 
|Inventories                                       |  |       | 19 |  |      |  | 2 409   |      |  |  | 2 354   | 
|Income tax receivable                             |  |       |    |  |      |  | 366     |      |  |  | 590     | 
|Trade and other receivables                       |  |       | 20 |  |      |  | 4 638   |      |  |  | 4 099   | 
|Cash and cash equivalents                         |  |       | 21 |  |      |  | 4 511   |      |  |  | 3 689   | 
|Assets held for sale                              |  |       | 22 |  |      |  | 32      |      |  |  | 66      | 
|                                                  |  |       |    |  |      |  |         |      |  |  |         | 
|                                                  |  |       |    |  |      |  | 12 597  |      |  |  | 10 853  | 
|                                                  |  |       |    |  |      |  |         |      |  |  |         | 
|Total assets                                      |  |       |    |  |      |  | 114 342 |      |  |  | 112 525 | 
|                                                  |  |       |   
|EQUITY AND LIABILITIES                            |  |       |    |  |      |  |         |      |  |  |         | 
|Equity                                            |  |       |    |  |      |  |         |      |  |  |         | 
|Issued capital                                    |  |       | 23 |  |      |  | 1 733   |      |  |  | 1 732   | 
|Share premium                                     |  |       |    |  |      |  | 17 535  |      |  |  | 17 515  | 
|Reserves                                          |  |       |    |  |      |  | 2 335   |      |  |  | 623     | 
|Retained earnings                                 |  |       |    |  |      |  | 13 656  |      |  |  | 10 448  | 
|                                                  |  |       |    |  |      |  |         |      |  |  |         | 
|Equity attributable to equity holders of AB InBev |  |       |    |  |      |  | 35 259  |      |  |  | 30 318  | 
|                                                  |  |       |   
|Non-controlling interest                          |  |       |    |  |      |  | 3 540   |      |  |  | 2 853   | 
|                                                  |  |       |    |  |      |  |         |      |  |  |         | 
|                                                  |  |       |    |  |      |  | 38 799  |      |  |  | 33 171  | 
|                                                  |  |       |   
|Non-current liabilities                           |  |       |    |  |      |  |         |      |  |  |         | 
|Interest-bearing loans and borrowings             |  |       | 24 |  |      |  | 41 961  |      |  |  | 47 049  | 
|Employee benefits                                 |  |       | 25 |  |      |  | 2 746   |      |  |  | 2 611   | 
|Deferred tax liabilities                          |  |       | 18 |  |      |  | 11 909  |      |  |  | 12 495  | 
|Trade and other payables                          |  |       | 28 |  |      |  | 2 295   |      |  |  | 1 979   | 
|Provisions                                        |  |       | 27 |  |      |  | 912     |      |  |  | 966     | 
|                                                  |  |       |    |  |      |  |         |      |  |  |         | 
|                                                  |  |       |    |  |      |  | 59 823  |      |  |  | 65 100  | 
|                                                  |  |       |   
|Current liabilities                               |  |       |    |  |      |  |         |      |  |  |         | 
|Bank overdrafts                                   |  |       | 21 |  |      |  | 14      |      |  |  | 28      | 
|Interest-bearing loans and borrowings             |  |       | 24 |  |      |  | 2 919   |      |  |  | 2 015   | 
|Income tax payable                                |  |       |    |  |      |  | 478     |      |  |  | 526     | 
|Trade and other payables                          |  |       | 28 |  |      |  | 12 071  |      |  |  | 11 377  | 
|Provisions                                        |  |       | 27 |  |      |  | 238     |      |  |  | 308     | 
|                                                  |  |       |    |  |      |  |         |      |  |  |         | 
|                                                  |  |       |    |  |      |  | 15 720  |      |  |  | 14 254  | 
|                                                  |  |       |    |  |      |  |         |      |  |  |         | 
|Total equity and liabilities                      |  |       |    |  |      |  | 114 342 |      |  |  | 112 525 | 

The
accompanying notes are an integral part of these consolidated financial statements.



F-8



---

##### Table of Contents

Consolidated statement of changes in equity



|                                                                           |  |                                            |       |  |                         |  |        |                |  |  |                            |   |  |                     |     |  |                 |  |        |                         |  |  |               |   |  |                  |      |   |       |  |      |   |  |  |        |   |  |  |        |   |  |  |       |   |  |  |        |  
|-------------------------------------------------------------------------- |  | ------------------------------------------ | ----- |  | ----------------------- |  | ------ | -------------- |  |  | -------------------------- | - |  | ------------------- | --- |  | --------------- |  | ------ | ----------------------- |  |  | ------------- | - |  | ---------------- | ---- | - | ----- |  | ---- | - |  |  | ------ | - |  |  | ------ | - |  |  | ----- | - |  |  | ------ | -
|                                                                           |  | Attributable to equity holders of AB InBev |       |  | Non-controllinginterest |  |        | Totalequity    | 
|Million US dollar                                                          |  | Issuedcapital                              |       |  | Sharepremium            |  |        | Treasuryshares |  |  | Share-basedpaymentreserves |   |  | Translationreserves |     |  | Hedgingreserves |  |        | Actuarialgains/(losses) |  |  | Otherreserves |   |  | Retainedearnings |      |   | Total |  |      |  
|As per 1 January 2008                                                      |  |                                            | 559   |  |                         |  | 8 802  |                |  |  | (703                       | ) |  |                     | 117 |  |                 |  | 4 893  |                         |  |  | 89            |   |  |                  | (292 | ) |       |  | (25  | ) |  |  | 6 617  |   |  |  | 20 057 |   |  |  | 1 892 |   |  |  | 21 949 |  
|Profit                                                                     |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |       |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  | 1 927  |   |  |  | 1 927  |   |  |  | 1 199 |   |  |  | 3 126  |  
|Other comprehensive income                                                 |  |                                            |       |  |                         |  |        |                |  |  |                            |   |  |                     |     |  |                 |  |        |                         |  |  |               |   |  |                  |      |   |       |  |      |   |  |  |        |   |  |  |        |   |  |  |       |   |  |  |        |  
|Exchange differences on translation of foreign operations (gains/(losses)) |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  | (3 556 | )                       |  |  |              |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | (3 556 | ) |  |  | (346  | ) |  |  | (3 902 | )
|Cash flow hedges                                                           |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |       |                         |  |  | (2 331        | ) |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | (2 331 | ) |  |  | 23    |   |  |  | (2 308 | )
|Actuarial gains/(losses)                                                   |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |       |                         |  |  |              |   |  |                  | (420 | ) |       |  |     |   |  |  |       |   |  |  | (420   | ) |  |  | 48    |   |  |  | (372   | )
|Share of other comprehensive income of associates                          |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  | (310   | )                       |  |  |              |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | (310   | ) |  |  |      |   |  |  | (310   | )
|Total comprehensive income                                                 |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  | (3 866 | )                       |  |  | (2 331        | ) |  |                  | (420 | ) |       |  |     |   |  |  | 1 927  |   |  |  | (4 690 | ) |  |  | 924   |   |  |  | (3 766 | )
|Shares issued                                                              |  |                                            | 1 171 |  |                         |  | 8 675  |                |  |  |                           |   |  |                     |    |  |                 |  |       |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | 9 846  |   |  |  |      |   |  |  | 9 846  |  
|Transaction cost capital increase                                          |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |       |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  | (117   | ) |  |  | (117   | ) |  |  |      |   |  |  | (117   | )
|Dividends                                                                  |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |       |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  | (2 010 | ) |  |  | (2 010 | ) |  |  | (618  | ) |  |  | (2 628 | )
|Share-based payments                                                       |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     | 6   |  |                 |  |       |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | 6      |   |  |  | 6     |   |  |  | 12     |  
|Treasury shares                                                            |  |                                            |      |  |                         |  |       |                |  |  | (294                       | ) |  |                     |    |  |                 |  |       |                         |  |  |              |   |  |                  |     |   |       |  | (421 | ) |  |  |       |   |  |  | (715   | ) |  |  | (1    | ) |  |  | (716   | )
|Scope and other changes                                                    |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |       |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  | 65     |   |  |  | 65     |   |  |  | (214  | ) |  |  | (149   | )
|                                                                           |  |                                            |       |  |                         |  |        |                |  |  |                            |   |  |                     |     |  |                 |  |        |                         |  |  |               |   |  |                  |      |   |       |  |      |   |  |  |        |   |  |  |        |   |  |  |       |   |  |  |        |  
|As per 31 December 2008                                                    |  |                                            | 1 730 |  |                         |  | 17 477 |                |  |  | (997                       | ) |  |                     | 123 |  |                 |  | 1 027  |                         |  |  | (2 242        | ) |  |                  | (712 | ) |       |  | (446 | ) |  |  | 6 482  |   |  |  | 22 442 |   |  |  | 1 989 |   |  |  | 24 431 |  
|                                                                           |  |                                            |      
|                                                                           |  | Attributable to equity holders of AB InBev |       |  | Non-controllinginterest |  |        | Totalequity    | 
|Million US dollar                                                          |  | Issuedcapital                              |       |  | Sharepremium            |  |        | Treasuryshares |  |  | Share-basedpaymentreserves |   |  | Translationreserves |     |  | Hedgingreserves |  |        | Actuarialgains/(losses) |  |  | Otherreserves |   |  | Retainedearnings |      |   | Total |  |      |  
|As per 1 January 2009                                                      |  |                                            | 1 730 |  |                         |  | 17 477 |                |  |  | (997                       | ) |  |                     | 123 |  |                 |  | 1 027  |                         |  |  | (2 242        | ) |  |                  | (712 | ) |       |  | (446 | ) |  |  | 6 482  |   |  |  | 22 442 |   |  |  | 1 989 |   |  |  | 24 431 |  
|Profit                                                                     |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |       |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  | 4 613  |   |  |  | 4 613  |   |  |  | 1 264 |   |  |  | 5 877  |  
|Other comprehensive income                                                 |  |                                            |       |  |                         |  |        |                |  |  |                            |   |  |                     |     |  |                 |  |        |                         |  |  |               |   |  |                  |      |   |       |  |      |   |  |  |        |   |  |  |        |   |  |  |       |   |  |  |        |  
|Exchange differences on translation of foreign operations (gains/(losses)) |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  | 1 894  |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | 1 894  |   |  |  | 252   |   |  |  | 2 146  |  
|Cash flow hedges                                                           |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |       |                         |  |  | 1 190         |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | 1 190  |   |  |  | (20   | ) |  |  | 1 170  |  
|Actuarial gains/(losses)                                                   |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |       |                         |  |  |              |   |  |                  | 165  |   |       |  |     |   |  |  | (16    | ) |  |  | 149    |   |  |  | (15   | ) |  |  | 134    |  
|Share of other comprehensive income of associates                          |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  | 322    |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | 322    |   |  |  |      |   |  |  | 322    |  
|Total comprehensive income                                                 |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  | 2 216  |                         |  |  | 1 190         |   |  |                  | 165  |   |       |  |     |   |  |  | 4 597  |   |  |  | 8 168  |   |  |  | 1 481 |   |  |  | 9 649  |  
|Shares issued                                                              |  |                                            | 2     |  |                         |  | 38     |                |  |  |                           |   |  |                     |    |  |                 |  |       |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | 40     |   |  |  |      |   |  |  | 40     |  
|Dividends                                                                  |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |       |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  | (669   | ) |  |  | (669   | ) |  |  | (722  | ) |  |  | (1 391 | )
|Share-based payments                                                       |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     | 145 |  |                 |  |       |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | 145    |   |  |  | 10    |   |  |  | 155    |  
|Treasury shares                                                            |  |                                            |      |  |                         |  |       |                |  |  | 338                        |   |  |                     |    |  |                 |  |       |                         |  |  |              |   |  |                  |     |   |       |  | (184 | ) |  |  |       |   |  |  | 154    |   |  |  | (3    | ) |  |  | 151    |  
|Scope and other changes                                                    |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |       |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  | 38     |   |  |  | 38     |   |  |  | 98    |   |  |  | 136    |  
|                                                                           |  |                                            |       |  |                         |  |        |                |  |  |                            |   |  |                     |     |  |                 |  |        |                         |  |  |               |   |  |                  |      |   |       |  |      |   |  |  |        |   |  |  |        |   |  |  |       |   |  |  |        |  
|As per 31 December 2009                                                    |  |                                            | 1 732 |  |                         |  | 17 515 |                |  |  | (659                       | ) |  |                     | 268 |  |                 |  | 3 243  |                         |  |  | (1 052        | ) |  |                  | (547 | ) |       |  | (630 | ) |  |  | 10 448 |   |  |  | 30 318 |   |  |  | 2 853 |   |  |  | 33 171 |  



F-9



---

##### Table of Contents

|                                                                           |  |                                            |       |  |                         |  |        |                |  |  |                            |   |  |                     |     |  |                 |  |       |                         |  |  |               |   |  |                  |      |   |       |  |      |   |  |  |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|-------------------------------------------------------------------------- |  | ------------------------------------------ | ----- |  | ----------------------- |  | ------ | -------------- |  |  | -------------------------- | - |  | ------------------- | --- |  | --------------- |  | ----- | ----------------------- |  |  | ------------- | - |  | ---------------- | ---- | - | ----- |  | ---- | - |  |  | ------ | - |  |  | ------ | - |  |  | ------ | - |  |  | ------ | -
|                                                                           |  | Attributable to equity holders of AB InBev |       |  | Non-controllinginterest |  |        | Totalequity    | 
|Million US dollar                                                          |  | Issuedcapital                              |       |  | Sharepremium            |  |        | Treasuryshares |  |  | Share-basedpaymentreserves |   |  | Translationreserves |     |  | Hedgingreserves |  |       | Actuarialgains/(losses) |  |  | Otherreserves |   |  | Retainedearnings |      |   | Total |  |      |  
|As per 1 January 2010                                                      |  |                                            | 1 732 |  |                         |  | 17 515 |                |  |  | (659                       | ) |  |                     | 268 |  |                 |  | 3 243 |                         |  |  | (1 052        | ) |  |                  | (547 | ) |       |  | (630 | ) |  |  | 10 448 |   |  |  | 30 318 |   |  |  | 2 853  |   |  |  | 33 171 |  
|Profit                                                                     |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |      |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  | 4 026  |   |  |  | 4 026  |   |  |  | 1 736  |   |  |  | 5 762  |  
|Other comprehensive income                                                 |  |                                            |       |  |                         |  |        |                |  |  |                            |   |  |                     |     |  |                 |  |       |                         |  |  |               |   |  |                  |      |   |       |  |      |   |  |  |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|Exchange differences on translation of foreign operations (gains/(losses)) |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  | 554   |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | 554    |   |  |  | 52     |   |  |  | 606    |  
|Cash flow hedges                                                           |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |      |                         |  |  | 746           |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | 746    |   |  |  | 26     |   |  |  | 772    |  
|Actuarial gains/(losses)                                                   |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |      |                         |  |  |              |   |  |                  | (140 | ) |       |  |     |   |  |  |       |   |  |  | (140   | ) |  |  | (51    | ) |  |  | (191   | )
|Share of other comprehensive income of associates                          |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  | 385   |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | 385    |   |  |  |       |   |  |  | 385    |  
|Total comprehensive income                                                 |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  | 939   |                         |  |  | 746           |   |  |                  | (140 | ) |       |  |     |   |  |  | 4 026  |   |  |  | 5 571  |   |  |  | 1 763  |   |  |  | 7 334  |  
|Shares issued                                                              |  |                                            | 1     |  |                         |  | 20     |                |  |  |                           |   |  |                     |    |  |                 |  |      |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | 21     |   |  |  |       |   |  |  | 21     |  
|Dividends                                                                  |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |      |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  | (857   | ) |  |  | (857   | ) |  |  | (1 119 | ) |  |  | (1 976 | )
|Share-based payments                                                       |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     | 111 |  |                 |  |      |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  |       |   |  |  | 111    |   |  |  | 15     |   |  |  | 126    |  
|Treasury shares                                                            |  |                                            |      |  |                         |  |       |                |  |  | 71                         |   |  |                     |    |  |                 |  |      |                         |  |  |              |   |  |                  |     |   |       |  | (15  | ) |  |  |       |   |  |  | 56     |   |  |  | 4      |   |  |  | 60     |  
|Scope and other changes                                                    |  |                                            |      |  |                         |  |       |                |  |  |                           |   |  |                     |    |  |                 |  |      |                         |  |  |              |   |  |                  |     |   |       |  |     |   |  |  | 39     |   |  |  | 39     |   |  |  | 24     |   |  |  | 63     |  
|                                                                           |  |                                            |       |  |                         |  |        |                |  |  |                            |   |  |                     |     |  |                 |  |       |                         |  |  |               |   |  |                  |      |   |       |  |      |   |  |  |        |   |  |  |        |   |  |  |        |   |  |  |        |  
|As per 31 December 2010                                                    |  |                                            | 1 733 |  |                         |  | 17 535 |                |  |  | (588                       | ) |  |                     | 379 |  |                 |  | 4 182 |                         |  |  | (306          | ) |  |                  | (687 | ) |       |  | (645 | ) |  |  | 13 656 |   |  |  | 35 259 |   |  |  | 3 540  |   |  |  | 38 799 |  

The
accompanying notes are an integral part of these consolidated financial statements.



F-10



---

##### Table of Contents

Consolidated cash flow statement



|                                                                                            |  |       |       |  |      |  |         |      |  |  |         |   |  |  |         |  
|------------------------------------------------------------------------------------------- |  | ----- | ----- |  | ---- |  | ------- | ---- |  |  | ------- | - |  |  | ------- | -
|For the year ended 31 December
Million US dollar                                            |  | Notes |       |  | 2010 |  |         | 2009 |  |  | 2008    |  
|OPERATING ACTIVITIES                                                                        |  |       |       |  |      |  |         |      |  |  |         |   |  |  |         |  
|Profit                                                                                      |  |       |       |  |      |  | 5 762   |      |  |  | 5 877   |   |  |  | 3 126   |  
|Depreciation, amortization and impairment                                                   |  |       | 10    |  |      |  | 2 788   |      |  |  | 2 818   |   |  |  | 1 912   |  
|Impairment losses on receivables, inventories and other assets                              |  |       |       |  |      |  | 150     |      |  |  | 167     |   |  |  | 149     |  
|Additions/(reversals) in provisions and employee benefits                                   |  |       |       |  |      |  | 373     |      |  |  | 188     |   |  |  | 572     |  
|Net finance cost                                                                            |  |       | 11    |  |      |  | 3 736   |      |  |  | 4 419   |   |  |  | 1 600   |  
|Loss/(gain) on sale of property, plant and equipment and intangible assets                  |  |       |       |  |      |  | (113    | )    |  |  | (189    | ) |  |  | (56     | )
|Loss/(gain) on sale of subsidiaries, associates and assets held for sale                    |  |       |       |  |      |  | (58     | )    |  |  | (1 555  | ) |  |  | (33     | )
|Equity-settled share-based payment expense                                                  |  |       | 26    |  |      |  | 156     |      |  |  | 208     |   |  |  | 63      |  
|Income tax expense                                                                          |  |       | 12    |  |      |  | 1 920   |      |  |  | 1 786   |   |  |  | 674     |  
|Other non-cash items included in the profit                                                 |  |       |       |  |      |  | 72      |      |  |  | 24      |   |  |  | (12     | )
|Share of result of associates                                                               |  |       | 16    |  |      |  | (521    | )    |  |  | (513    | ) |  |  | (60     | )
|                                                                                            |  |       |       |  |      |  |         |      |  |  |         |   |  |  |         |  
|Cash flow from operating activities before changes in working capital and use of provisions |  |       |       |  |      |  | 14 265  |      |  |  | 13 230  |   |  |  | 7 935   |  
|                                                                                            |  |       |       | 
|Decrease/(increase) in trade and other receivables                                          |  |       |       |  |      |  | (190    | )    |  |  | 149     |   |  |  | 201     |  
|Decrease/(increase) in inventories                                                          |  |       |       |  |      |  | (134    | )    |  |  | 301     |   |  |  | (388    | )
|Increase/(decrease) in trade and other payables                                             |  |       |       |  |      |  | 550     |      |  |  | 337     |   |  |  | 364     |  
|Pension contributions and use of provisions                                                 |  |       |       |  |      |  | (519    | )    |  |  | (548    | ) |  |  | (490    | )
|                                                                                            |  |       |       |  |      |  |         |      |  |  |         |   |  |  |         |  
|Cash generated from operations                                                              |  |       |       |  |      |  | 13 972  |      |  |  | 13 469  |   |  |  | 7 622   |  
|                                                                                            |  |       |       | 
|Interest paid                                                                               |  |       |       |  |      |  | (2 987  | )    |  |  | (2 908  | ) |  |  | (975    | )
|Interest received                                                                           |  |       |       |  |      |  | 219     |      |  |  | 132     |   |  |  | 126     |  
|Dividends received                                                                          |  |       |       |  |      |  | 383     |      |  |  |        |   |  |  | 1       |  
|Income tax paid                                                                             |  |       |       |  |      |  | (1 682  | )    |  |  | (1 569  | ) |  |  | (1 241  | )
|                                                                                            |  |       |       |  |      |  |         |      |  |  |         |   |  |  |         |  
|CASH FLOW FROM OPERATING ACTIVITIES                                                         |  |       |       |  |      |  | 9 905   |      |  |  | 9 124   |   |  |  | 5 533   |  
|                                                                                            |  |       |       | 
|INVESTING ACTIVITIES                                                                        |  |       |       |  |      |  |         |      |  |  |         |   |  |  |         |  
|Proceeds from sale of property, plant and equipment and of intangible assets                |  |       |       |  |      |  | 221     |      |  |  | 327     |   |  |  | 228     |  
|Proceeds from sale of assets held for sale                                                  |  |       |       |  |      |  | 121     |      |  |  | 877     |   |  |  | 76      |  
|Proceeds from sale of associates                                                            |  |       |       |  |      |  | 25      |      |  |  | 936     |   |  |  | 13      |  
|Sale of subsidiaries, net of cash disposed of                                               |  |       | 6     |  |      |  | 9       |      |  |  | 5 232   |   |  |  | 47      |  
|Acquisition of subsidiaries, net of cash acquired                                           |  |       | 6     |  |      |  | (37     | )    |  |  | (608    | ) |  |  | (51 626 | )
|Purchase of non-controlling interest                                                        |  |       | 23    |  |      |  | (34     | )    |  |  | (38     | ) |  |  | (853    | )
|Acquisition of property, plant and equipment and of intangible assets                       |  |       | 13-15 |  |      |  | (2 344  | )    |  |  | (1 713  | ) |  |  | (2 652  | )
|Investment in short term debt securities                                                    |  |       | 17    |  |      |  | (604    | )    |  |  |        |   |  |  |        |  
|Net proceeds/(acquisition) of other assets                                                  |  |       |       |  |      |  | 81      |      |  |  | 227     |   |  |  | (114    | )
|Net repayments/(payments) of loans granted                                                  |  |       |       |  |      |  | 16      |      |  |  | 29      |   |  |  | 3       |  
|                                                                                            |  |       |       |  |      |  |         |      |  |  |         |   |  |  |         |  
|CASH FLOW FROM INVESTING ACTIVITIES                                                         |  |       |       |  |      |  | (2 546  | )    |  |  | 5 269   |   |  |  | (54 878 | )
|                                                                                            |  |       |       | 
|FINANCING ACTIVITIES                                                                        |  |       |       |  |      |  |         |      |  |  |         |   |  |  |         |  
|Net proceeds from the issue of share capital                                                |  |       | 23    |  |      |  | 215     |      |  |  | 76      |   |  |  | 9 764   |  
|Net purchase of treasury shares                                                             |  |       |       |  |      |  |        |      |  |  |        |   |  |  | (797    | )
|Proceeds from borrowings                                                                    |  |       |       |  |      |  | 27 313  |      |  |  | 27 834  |   |  |  | 56 425  |  
|Payments on borrowings                                                                      |  |       |       |  |      |  | (31 603 | )    |  |  | (39 627 | ) |  |  | (11 953 | )
|Cash net finance costs other than interests                                                 |  |       |       |  |      |  | (754    | )    |  |  | (62     | ) |  |  | (632    | )
|Payment of finance lease liabilities                                                        |  |       |       |  |      |  | (4      | )    |  |  | (4      | ) |  |  | (6      | )
|Dividends paid                                                                              |  |       |       |  |      |  | (1 924  | )    |  |  | (1 313  | ) |  |  | (2 922  | )
|                                                                                            |  |       |       |  |      |  |         |      |  |  |         |   |  |  |         |  
|CASH FLOW FROM FINANCING ACTIVITIES                                                         |  |       |       |  |      |  | (6 757  | )    |  |  | (13 096 | ) |  |  | 49 879  |  
|                                                                                            |  |       |       | 
|Net increase/(decrease) in cash and cash equivalents                                        |  |       |       |  |      |  | 602     |      |  |  | 1 297   |   |  |  | 534     |  
|                                                                                            |  |       |       | 
|Cash and cash equivalents less bank overdrafts at beginning of year                         |  |       |       |  |      |  | 3 661   |      |  |  | 2 171   |   |  |  | 1 831   |  
|Effect of exchange rate fluctuations                                                        |  |       |       |  |      |  | 234     |      |  |  | 193     |   |  |  | (194    | )
|                                                                                            |  |       |       |  |      |  |         |      |  |  |         |   |  |  |         |  
|Cash and cash equivalents less bank overdrafts at end of year                               |  |       | 21    |  |      |  | 4 497   |      |  |  | 3 661   |   |  |  | 2 171   |  

The
accompanying notes are an integral part of these consolidated financial statements.



F-11



---

##### Table of Contents

Notes to the consolidated financial
statements



|                                                                                                                           |  |  |    | 
|-------------------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Corporate information                                                                                                      |  |  | 13 | 
|                                                                                                                           | 
|Statement of compliance                                                                                                    |  |  | 13 | 
|                                                                                                                           | 
|Summary of significant accounting policies                                                                                 |  |  | 13 | 
|                                                                                                                           | 
|Use of estimates and judgments                                                                                             |  |  | 24 | 
|                                                                                                                           | 
|Segment reporting                                                                                                          |  |  | 24 | 
|                                                                                                                           | 
|Acquisitions and disposals of subsidiaries                                                                                 |  |  | 28 | 
|                                                                                                                           | 
|Other operating income/(expenses)                                                                                          |  |  | 30 | 
|                                                                                                                           | 
|Exceptional items                                                                                                          |  |  | 30 | 
|                                                                                                                           | 
|Payroll and related benefits                                                                                               |  |  | 31 | 
|                                                                                                                           | 
|Additional information on operating expenses by nature                                                                     |  |  | 31 | 
|                                                                                                                           | 
|Finance cost and income                                                                                                    |  |  | 32 | 
|                                                                                                                           | 
|Income taxes                                                                                                               |  |  | 34 | 
|                                                                                                                           | 
|Property, plant and equipment                                                                                              |  |  | 35 | 
|                                                                                                                           | 
|Goodwill                                                                                                                   |  |  | 36 | 
|                                                                                                                           | 
|Intangible assets                                                                                                          |  |  | 38 | 
|                                                                                                                           | 
|Investment in associates                                                                                                   |  |  | 40 | 
|                                                                                                                           | 
|Investment securities                                                                                                      |  |  | 40 | 
|                                                                                                                           | 
|Deferred tax assets and liabilities                                                                                        |  |  | 40 | 
|                                                                                                                           | 
|Inventories                                                                                                                |  |  | 41 | 
|                                                                                                                           | 
|Trade and other receivables                                                                                                |  |  | 41 | 
|                                                                                                                           | 
|Cash and cash equivalents                                                                                                  |  |  | 43 | 
|                                                                                                                           | 
|Assets and liabilities held for sale                                                                                       |  |  | 43 | 
|                                                                                                                           | 
|Changes in equity and earnings per share                                                                                   |  |  | 43 | 
|                                                                                                                           | 
|Interest-bearing loans and borrowings                                                                                      |  |  | 46 | 
|                                                                                                                           | 
|Employee benefits                                                                                                          |  |  | 47 | 
|                                                                                                                           | 
|Share-based payments                                                                                                       |  |  | 50 | 
|                                                                                                                           | 
|Provisions                                                                                                                 |  |  | 54 | 
|                                                                                                                           | 
|Trade and other payables                                                                                                   |  |  | 55 | 
|                                                                                                                           | 
|Risks arising from financial instruments                                                                                   |  |  | 55 | 
|                                                                                                                           | 
|Operating leases                                                                                                           |  |  | 66 | 
|                                                                                                                           | 
|Collateral and contractual commitments for the acquisition of property, plant and equipment, loans to customers
 and other |  |  | 67 | 
|                                                                                                                           | 
|Contingencies                                                                                                              |  |  | 67 | 
|                                                                                                                           | 
|Related parties                                                                                                            |  |  | 68 | 
|                                                                                                                           | 
|Supplemental guarantor financial information                                                                               |  |  | 69 | 
|                                                                                                                           | 
|Events after the balance sheet date                                                                                        |  |  | 76 | 
|                                                                                                                           | 
|AB InBev companies                                                                                                         |  |  | 77 | 



F-12



---

##### Table of Contents

1. CORPORATE INFORMATION

Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with an American Depositary Receipt
secondary listing on the New York Stock Exchange (NYSE: BUD). It is the leading global brewer and one of the world's top five consumer products companies. A true consumer-centric, sales driven organization, AB InBev manages a portfolio of well
over 200 beer brands that includes global flagship brands Budweiser®, Stella Artois® and Becks®, fast growing multi-country brands like
Leffe® and Hoegaarden®, and strong local champions such as Bud Light®, Skol®, Brahma®, Quilmes®, Michelob®, Harbin®, Sedrin®, Klinskoye®, Sibirskaya
Korona®, Chernigivske®, and Jupiler®, among others.
In addition, the company owns a 50 percent equity interest in the operating subsidiary of Grupo Modelo, Mexicos leading brewer and owner of the global Corona® brand. AB InBevs dedication to heritage and quality is rooted in brewing traditions that originate from the Den Hoorn brewery in Leuven, Belgium, dating
back to 1366 and the pioneering spirit of the Anheuser & Co brewery, which traces its origins back to 1852 in St. Louis, USA. Geographically diversified with a balanced exposure to developed and developing markets, AB InBev
leverages the collective strengths of its approximately 114 000 employees based in operations in 23 countries across the world. The company strives to be the Best Beer Company in a Better World. In 2010, AB InBev realized 36.3 billion US dollar
revenue.

The consolidated financial statements of the company for the year ended 31 December 2010 comprise the company and its
subsidiaries (together referred to as AB InBev or the company) and the companys interest in associates and jointly controlled entities.

The financial statements were authorized for issue by the board of directors on 11 April 2011.

2. STATEMENT OF COMPLIANCE

The consolidated financial statements
are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) and in conformity with IFRS as adopted by the European Union up to 31 December 2010
(collectively IFRS). AB InBev did not apply any European carve-outs from IFRS. AB InBev has not applied early any new IFRS requirements that are not yet effective in 2010.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PREPARATION AND MEASUREMENT

Depending on the applicable IFRS requirements,
the measurement basis used in preparing the financial statements is cost, net realizable value, fair value or recoverable amount. Whenever IFRS provides an option between cost and another measurement basis (e.g. systematic re-measurement), the cost
approach is applied.

(B) FUNCTIONAL AND PRESENTATION CURRENCY

Effective 1 January 2009, the company changed the presentation currency of the consolidated financial statements from the euro to the US dollar, reflecting the post-Anheuser-Busch acquisition profile
of the companys revenue and cash flows, which are now primarily generated in US dollar and US dollar-linked currencies. AB InBev believes that this change provides greater alignment of the presentation currency with AB InBevs most
significant operating currency and underlying financial performance. Unless otherwise specified, all financial information included in these financial statements have been stated in US dollar and has been rounded to the nearest million. The
functional currency of the parent company is the euro.

(C) USE OF ESTIMATES AND JUDGMENTS

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the
estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

(D) PRINCIPLES OF CONSOLIDATION

Subsidiaries are those companies in which AB InBev,
directly or indirectly, has an interest of more than half of the voting rights or, otherwise, has control, directly or indirectly, over the operations so as to govern the financial and operating policies in order to obtain benefits from the
companies activities. In assessing control, potential voting rights that presently are exercisable are taken into account. Control is presumed to exist where AB InBev owns, directly or indirectly, more than one half of the voting rights (which
does not always equate to economic ownership), unless it can be demonstrated that such ownership does not constitute control. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control
commences until the date that control ceases. Total comprehensive income of subsidiaries is attributed to the owners of the company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Jointly controlled entities are those entities over whose activities AB InBev has joint control, established by contractual agreement and
requiring unanimous consent for strategic financial and operating decisions. Jointly controlled entities are consolidated using the proportionate method of consolidation.



F-13



---

##### Table of Contents

Associates are undertakings in which AB InBev has significant influence over the financial and
operating policies, but which it does not control. This is generally evidenced by ownership of between 20% and 50% of the voting rights. In certain instances, the company may hold directly and indirectly an ownership interest of 50% or more in an
entity, yet not have effective control. In these instances, such investments are accounted for as associates. Associates are accounted for by the equity method of accounting, from the date that significant influence commences until the date that
significant influence ceases. When AB InBevs share of losses exceeds the carrying amount of the associate, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that AB InBev has
incurred obligations in respect of the associate.

The financial statements of the companys subsidiaries, jointly controlled entities
and associates are prepared for the same reporting year as the parent company, using consistent accounting policies. In exceptional cases when the financial statements of a subsidiary, jointly controlled entity or associate are prepared as
of a different date from that of AB InBev (e.g. Modelo), adjustments are made for the effects of significant transactions or events that occur between that date and the date of AB InBev's financial statements. In such cases, the difference
between the end of the reporting period of these subsidiaries, jointly controlled entities or associates from AB InBev's reporting period is no more than three months. Upon acquisition of Anheuser Busch, their operations in China were
reported with one month time lag. During 2009, their reporting has been aligned to AB InBevs reporting period.

All intercompany
transactions, balances and unrealized gains and losses on transactions between group companies have been eliminated. Unrealized gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of
AB InBevs interest in the entity. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

A listing of the companys most important subsidiaries and associates is set out in Note 36 AB InBev companies.

(E) SUMMARY OF CHANGES IN ACCOUNTING POLICIES

The following new standards and amendments
to standards are mandatory for the first time for the financial year beginning 1 January 2010.

Revised IFRS 3
Business Combinations (2008)

Revised IFRS 3 Business Combinations (2008) incorporates the following changes that are
likely to be relevant to AB InBevs operations:



| |  |  | The definition of a business has been broadened, which is likely to result in more acquisitions being treated as business combinations;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Contingent consideration will be measured at fair value, with subsequent changes therein recognized in profit or loss;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | Transaction costs, other than share and debt issue costs, will be expensed as incurred;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Any pre-existing interest in the acquiree will be measured at fair value with the gain or loss recognized in profit or loss;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | Any non-controlling (minority) interest will be measured at either fair value, or at its proportionate interest in the identifiable assets and
liabilities of the acquiree, on a transaction-by-transaction basis.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The company adopted the revised standard as of
1 January 2010 with no material effect on its financial result or financial position. Please refer to Note 6 Acquisition and disposal of subsidiaries for more details.

Amended IAS 27 Consolidated and Separate Financial Statements (2008)

Amended IAS 27 Consolidated and Separate Financial Statements (2008) requires accounting for changes in ownership interests by AB InBev
in a subsidiary, while maintaining control, to be recognized as an equity transaction. When AB InBev loses control of a subsidiary, any interest retained in the former subsidiary will be measured at fair value with the gain or loss recognized
in profit or loss.

The company adopted the amendment as of 1 January 2010. The effect for changes in ownership interests, while
maintaining control, is disclosed in Note 23 Changes in equity and earnings per share. The effect from loss of control of a subsidiary and the measurement at fair value of the retained interest is disclosed in Note 6 Acquisition and
disposal of subsidiaries.

IAS 28 Investments in Associates (2008)

The principle adopted under IAS 27 (2008) (see above) that a loss of control is recognized as a disposal and reacquisition of any retained interest
is measured at fair value is extended by consequential amendments to IAS 28. Therefore, when significant influence over an associate is lost, the investment measures any investments retained in the former associate at fair value, with any
consequential gain or loss recognized in profit or loss.

The company adopted the revised standard as of 1 January 2010 with no material
effect on its financial result or financial position.

IFRIC 17 Distributions of Non-cash Assets to Owners

IFRIC 17 Distributions of Non-cash Assets to Owners addresses the treatment of distributions in kind to shareholders. A
liability has to be recognized when the dividend has been appropriately authorized and is no longer at the discretion of the entity, to be measured at the fair value of the non-cash assets to be distributed. Outside the scope of IFRIC 17 are
distributions in which the assets being distributed are ultimately controlled by the same party or parties before and after the distribution (common control transactions).

The company adopted the interpretation as of 1 January 2010 with no material effect on its financial result or financial position.

IFRIC 18 Transfers of Assets from Customers

IFRIC 18 Transfers of Assets from Customers addresses the accounting by access providers for property, plant and equipment contributed to them by customers. Recognition of the assets depends on who
controls them. When the asset is recognized by the



F-14



---

##### Table of Contents

access provider, it is measured at fair value upon initial recognition. The timing of the recognition of the corresponding revenue depends on the facts and circumstances.

The company adopted the interpretation as of 1 January 2010 with no material effect on its financial result or financial position.

Amendment to IAS 39 Financial Instruments: Recognition and Measurement  Eligible Hedged Items

Amendment to IAS 39 Financial Instruments: Recognition and Measurement  Eligible Hedged Items provides additional guidance concerning
specific positions that qualify for hedging (eligible hedged items).

The company adopted the amendment as of 1 January 2010
with no material effect on its financial result or financial position.

Improvements to IFRSs (2009)

Improvements to IFRSs (2009) is a collection of minor improvements to existing standards.

The company adopted the improvement as of 1 January 2010 with no material effect on its financial result or financial position.

Amendment to IAS 32 Financial Instruments: Presentation  Classification of Rights Issues

Amendment to IAS 32Financial Instruments: Presentation  Classification of Rights Issues allows rights, options or warrants to acquire a
fixed number of the entitys own equity instruments for a fixed amount of any currency to be classified as equity instruments provided the entity offers the rights, options or warrants pro rata to all of its existing owners of the same class of
its own non-derivative equity instruments.

The company adopted the amendment as of 1 January 2010 with no material effect on its
financial result or financial position.

IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments

IFRIC 19Extinguishing Financial Liabilities with Equity Instrumentsprovides guidance on the accounting for debt for equity
swaps.

The company adopted the interpretation as of 1 January 2010 with no material effect on its financial result or financial
position.

Revised IAS 24 Related Party Disclosures (2009)

Revised IAS 24 Related Party Disclosures amends the definition of a related party and modifies certain related party disclosure requirements for
government-related entities.

The company adopted the revised standard as of 1 January 2010 with no material effect on its financial
result or financial position.

Amendments to IFRIC 14 IAS 19 The limit on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction

Amendments to IFRIC 14 IAS 19 The limit on a Defined Benefit Asset, Minimum Funding Requirements
and their Interaction removes unintended consequences arising from the treatment of prepayments where there is a minimum funding requirement. These amendments result in prepayments of contributions in certain circumstances being recognized as an
asset rather than an expense.

The company adopted the amendment as of 1 January 2010 with no material effect on its financial result or
financial position.

(F) FOREIGN CURRENCIES

FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions are accounted for at exchange
rates prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the balance sheet date rate. Gains and losses resulting from the settlement of foreign currency transactions and
from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. Non-monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rate
prevailing at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to US dollar at foreign exchange rates ruling at the dates the fair value was determined.

TRANSLATION OF THE RESULTS AND FINANCIAL POSITION OF FOREIGN OPERATIONS

Assets and liabilities of foreign operations are translated to US dollar at foreign exchange rates prevailing at the balance sheet date. Income statements of foreign operations, excluding foreign entities
in hyperinflationary economies, are translated to US dollar at exchange rates for the year approximating the foreign exchange rates prevailing at the dates of the transactions. The components of shareholders equity are translated at historical
rates. Exchange differences arising from the translation of shareholders equity to US dollar at year-end exchange rates are taken to comprehensive income (translation reserves).

In hyperinflationary economies, re-measurement of the local currency denominated non-monetary assets, liabilities, income statement accounts as well as equity accounts is made by applying a general price
index. These re-measured accounts are used for conversion into US dollar at the closing exchange rate. As of 30 November 2009 the economy in Venezuela has been assessed to be highly inflationary and AB InBev has applied the price index from
Venezuelas central bank to report its Venezuelan operations from December 2009 until October 2010, when the Venezuelan operations were deconsolidated, following the transaction between



F-15



---

##### Table of Contents

AmBev and Cerveceria Regional S.A. The impact of hyperinflation accounting is not material to the companys financial results nor financial position.

Effective 1 January 2010, one of AB InBev's holding companies changed its functional currency from the euro to the US dollar. As a
result of the refinancing of the debt related to the Anheuser-Busch acquisition in late 2009 and beginning 2010, the primary economic environment for this entity became the US dollar. In accordance with IAS 21
The Effects of Changes in Foreign Exchange Rates the change was accounted for prospectively.

EXCHANGE RATES

The most important exchange rates that have been used in preparing the financial statements are:



|                    |  |              |           |  |              |  |           |      |  |  |           |  |  |      |           |  |      |  |           |  |  |  |           | 
|------------------- |  | ------------ | --------- |  | ------------ |  | --------- | ---- |  |  | --------- |  |  | ---- | --------- |  | ---- |  | --------- |  |  |  | --------- | 
|                    |  | Closing rate |           |  | Average rate | 
|1 US dollar equals: |  | 2010         |           |  | 2009         |  |           | 2008 |  |  | 2010      |  |  | 2009 |           |  | 2008 | 
|Argentinean peso    |  |              | 3.975791  |  |              |  | 3.796702  |      |  |  | 3.449805  |  |  |      | 3.945504  |  |      |  | 3.726834  |  |  |  | 3.116907  | 
|Brazilian real      |  |              | 1.666201  |  |              |  | 1.741198  |      |  |  | 2.337001  |  |  |      | 1.767915  |  |      |  | 2.015192  |  |  |  | 1.778974  | 
|Canadian dollar     |  |              | 0.997006  |  |              |  | 1.050117  |      |  |  | 1.221383  |  |  |      | 1.033045  |  |      |  | 1.147982  |  |  |  | 1.047465  | 
|Chinese yuan        |  |              | 6.602304  |  |              |  | 6.826993  |      |  |  | 6.823021  |  |  |      | 6.757342  |  |      |  | 6.863060  |  |  |  | 7.007161  | 
|Euro                |  |              | 0.748391  |  |              |  | 0.694155  |      |  |  | 0.718546  |  |  |      | 0.756302  |  |      |  | 0.721191  |  |  |  | 0.676163  | 
|Pound sterling      |  |              | 0.644177  |  |              |  | 0.616479  |      |  |  | 0.684415  |  |  |      | 0.647243  |  |      |  | 0.643458  |  |  |  | 0.533130  | 
|Russian ruble       |  |              | 30.184359 |  |              |  | 30.117797 |      |  |  | 29.776885 |  |  |      | 30.144764 |  |      |  | 31.833634 |  |  |  | 24.626252 | 
|Ukrainian hryvnia   |  |              | 7.912866  |  |              |  | 7.947278  |      |  |  | 7.800109  |  |  |      | 7.849527  |  |      |  | 7.743168  |  |  |  | 5.158557  | 

(G) INTANGIBLE ASSETS

RESEARCH AND DEVELOPMENT

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in the
income statement as an expense as incurred.

Expenditure on development activities, whereby research findings are applied to a plan or design
for the production of new or substantially improved products and processes, is capitalized if the product or process is technically and commercially feasible, future economic benefits are probable and the company has sufficient resources to complete
development. The expenditure capitalized includes the cost of materials, direct labor and an appropriate proportion of overheads. Other development expenditure is recognized in the income statement as an expense as incurred. Capitalized development
expenditure is stated at cost less accumulated amortization (see below) and impairment losses (refer accounting policy P).

Amortization
related to research and development intangible assets is included within the cost of sales if production related and in sales and marketing if related to commercial activities.

Borrowing cost directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets.

SUPPLY AND DISTRIBUTION RIGHTS

A supply
right is the right for AB InBev to supply a customer and the commitment by the customer to purchase from AB InBev. A distribution right is the right to sell specified products in a certain territory.

Acquired customer relationships in a business combination are initially recognized at fair value as supply rights to the extent that they arise from
contractual rights. If the IFRS recognition criteria are not met, these relationships are subsumed under goodwill.

Acquired distribution
rights are measured initially at cost or fair value when obtained through a business combination.

Amortization related to supply and
distribution rights is included within sales and marketing expenses.

BRANDS

If part of the consideration paid in a business combination relates to trademarks, trade names, formulas, recipes or technological expertise these intangible assets are considered as a group of
complementary assets that is referred to as a brand for which one fair value is determined. Expenditure on internally generated brands is expensed as incurred.

SOFTWARE

Purchased software is measured at cost less accumulated amortization. Expenditure
on internally developed software is capitalized when the expenditure qualifies as development activities; otherwise, it is recognized in the income statement when incurred.

Amortization related to software is included in cost of sales, distribution expenses, sales and marketing expenses or administrative expenses based on the activity the software supports.

OTHER INTANGIBLE ASSETS

Other
intangible assets, acquired by the company, are stated at cost less accumulated amortization and impairment losses.

Other intangible assets
also include multi-year sponsorship rights acquired by the company. These are stated at present value of the future payments less accumulated amortization and impairment losses.

SUBSEQUENT EXPENDITURE

Subsequent expenditure on capitalized intangible assets is
capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.

AMORTIZATION

Intangible assets with a finite life are amortized using the straight-line
method over their estimated useful lives. Licenses, brewing, supply and distribution rights are amortized over the period in which the rights exist. Brands are considered to have an indefinite



F-16



---

##### Table of Contents

life unless plans exist to discontinue the brand. Discontinuance of a brand can be either through sale or termination of marketing support. When AB InBev purchases distribution rights for
its own products the life of these rights is considered indefinite, unless the company has a plan to discontinue the related brand or distribution. Software and capitalized development cost related to technology are amortized over 3 to 5 years.

Brands are deemed intangible assets with indefinite useful lives and, therefore, are not amortized but tested for impairment on an annual
basis (refer accounting P).

GAINS AND LOSSES ON SALE

Net gains on sale of intangible assets are presented in the income statement as other operating income. Net losses on sale are included as other operating expenses. Net gains and losses are recognized in
the income statement when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs can be estimated reliably, and there is no continuing managerial involvement
with the intangible assets.

(H) BUSINESS COMBINATIONS

The company applies the purchase method of accounting to account for acquisitions of businesses. The cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the
assets given, liabilities incurred and equity instruments issued. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date. The excess of the cost of the
acquisition over the companys interest in the fair value of the identifiable net assets acquired is recorded as goodwill.

The
allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions requiring management judgment.

(I) GOODWILL

Goodwill is determined as the excess of the consideration paid over
AB InBevs interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquired subsidiary, jointly controlled entity or associate recognized at the date of acquisition. All business
combinations are accounted for by applying the purchase method. Business combinations entered into before 31 March 2004, were accounted for in accordance with IAS 22 Business Combinations. This means that acquired intangibles such as
brands were subsumed under goodwill for those transactions. Effective 1 January 2010, when AB InBev acquires non-controlling interests any difference between the cost of acquisition and the non-controlling interests share of net
assets acquired is accounted for as an equity transaction in accordance with IAS 27 Consolidated and Separate Financial Statements.

In
conformity with IFRS 3 Business Combinations, goodwill is stated at cost and not amortized but tested for impairment on an annual basis and whenever there is an indicator that the cash generating unit to which goodwill has been allocated, may
be impaired (refer accounting policy P).

Goodwill is expressed in the currency of the subsidiary or jointly controlled entity to which it
relates and is translated to US dollar using the year-end exchange rate.

In respect of associates, the carrying amount of goodwill is
included in the carrying amount of the investment in the associate.

If AB InBevs interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities recognized exceeds the cost of the business combination such excess is recognized immediately in the income statement as required by IFRS 3 Business Combinations.

Expenditure on internally generated goodwill is expensed as incurred.

(J) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is measured at cost less
accumulated depreciation and impairment losses (refer accounting policy P). Cost includes the purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the
manner intended by management (e.g. non refundable tax and transport cost). The cost of a self-constructed asset is determined using the same principles as for an acquired asset. The depreciation methods, residual value, as well as the useful lives
are reassessed and adjusted if appropriate, annually.

Borrowing cost directly attributable to the acquisition, construction or production of
qualifying assets are capitalized as part of the cost of such assets.

SUBSEQUENT EXPENDITURE

The company recognizes in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is
incurred if it is probable that the future economic benefits embodied with the item will flow to the company and the cost of the item can be measured reliably. All other costs are expensed as incurred.

DEPRECIATION

The depreciable amount is
the cost of an asset less its residual value. Residual values, if not insignificant, are reassessed annually. Depreciation is calculated from the date the asset is available for use, using the straight-line method over the estimated useful lives of
the assets.



F-17



---

##### Table of Contents

The estimated useful lives are defined in terms of the assets expected utility to the company and can
vary from one geographical area to another. On average the estimated useful lives are as follows:



|                                                    |  |  |               | 
|--------------------------------------------------- |  |  | ------------- | 
|Industrial buildings  other real estate properties |  |  | 20 - 33 years | 
|                                                    | 
|Production plant and equipment:                     |  |  |               | 
|Production equipment                                |  |  | 10 - 15 years | 
|Storage, packaging and handling equipment           |  |  | 5 - 7 years   | 
|                                                    | 
|Returnable packaging:                               |  |  |               | 
|Kegs                                                |  |  | 2 - 10 years  | 
|Crates                                              |  |  | 2 - 10 years  | 
|Bottles                                             |  |  | 2 - 5 years   | 
|                                                    | 
|Point of sale furniture and equipment               |  |  | 5 years       | 
|                                                    | 
|Vehicles                                            |  |  | 5 years       | 
|                                                    | 
|Information processing equipment                    |  |  | 3 - 5 years   | 

Where parts of an item of property,
plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

Land is not
depreciated as it is deemed to have an indefinite life.

GAINS AND LOSSES ON SALE

Net gains on sale of items of property, plant and equipment are presented in the income statement as other operating income. Net losses on sale are
presented as other operating expenses. Net gains and losses are recognized in the income statement when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated
costs can be estimated reliably, and there is no continuing managerial involvement with the property, plant and equipment.

(K) ACCOUNTING
FOR LEASES

Leases of property, plant and equipment where the company assumes substantially all the risks and rewards of ownership are
classified as finance leases. Finance leases are recognized as assets and liabilities (interest-bearing loans and borrowings) at amounts equal to the lower of the fair value of the leased property and the present value of the minimum lease payments
at inception of the lease. Amortization and impairment testing for depreciable leased assets, is the same as for depreciable assets that are owned (refer accounting policies J and P).

Lease payments are apportioned between the outstanding liability and finance charges so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Leases of assets under which all the risks and rewards of ownership are substantially retained by the lessor are classified as operating leases. Payments
made under operating leases are charged to the income statement on a straight-line basis over the term of the lease.

When an operating lease
is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognized as an expense in the period in which termination takes place.

(L) INVESTMENTS

All investments are accounted for at trade date.

INVESTMENTS IN EQUITY SECURITIES

Investments in equity securities are undertakings in which AB InBev does not have significant influence or control. This is generally evidenced by
ownership of less than 20% of the voting rights. Such investments are designated as available-for-sale financial assets which are at initial recognition measured at fair value unless the fair value cannot be reliably determined in which case they
are measured at cost. Subsequent changes in fair value, except those related to impairment losses which are recognized in the income statement, are recognized directly in other comprehensive income.

On disposal of an investment, the cumulative gain or loss previously recognized directly in equity is recognized in profit or loss.

INVESTMENTS IN DEBT SECURITIES

Investments in debt securities classified as trading or as being available-for-sale are carried at fair value, with any resulting gain or loss
respectively recognized in the income statement or directly in other comprehensive income. Fair value of these investments is determined as the quoted bid price at the balance sheet date. Impairment charges and foreign exchange gains and losses are
recognized in the income statement.

Investments in debt securities classified as held to maturity are measured at amortized cost.

In general, investments in debt securities with original maturities of more than three months and remaining maturities of less than one year are
classified as short-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for
current operations.

OTHER INVESTMENTS

Other investments held by the company are classified as available-for-sale and are carried at fair value, with any resulting gain or loss recognized directly in other comprehensive income. Impairment
charges are recognized in the income statement.



F-18



---

##### Table of Contents

(M) INVENTORIES

Inventories are valued at the lower of cost and net realizable value. Cost includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. The
weighted average method is used in assigning the cost of inventories.

The cost of finished products and work in progress comprises raw
materials, other production materials, direct labor, other direct cost and an allocation of fixed and variable overhead based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less
the estimated completion and selling costs.

(N) TRADE AND OTHER RECEIVABLES

Trade and other receivables are carried at amortized cost less impairment losses. An estimate is made for doubtful receivables based on a review of all outstanding amounts at the balance sheet date.

An allowance for impairment of trade and other receivables is established if the collection of a receivable becomes doubtful. Such receivable
becomes doubtful when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will
enter into bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the receivable is impaired. The amount of the allowance is the difference between the assets carrying amount and the
present value of the estimated future cash flows. An impairment loss is recognized in the statement of income, as are subsequent recoveries of previous impairments.

(O) CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all cash balances and
short-term highly liquid investments with a maturity of three months or less from the date of acquisition that are readily convertible into cash. They are stated at face value, which approximates their fair value. For the purpose of the cash flow
statement, cash and cash equivalents are presented net of bank overdrafts.

(P) IMPAIRMENT

The carrying amounts of financial assets, property, plant and equipment, goodwill and intangible assets are reviewed at each balance sheet date to
determine whether there is any indication of impairment. If any such indication exists, the assets recoverable amount is estimated. In addition, goodwill, intangible assets that are not yet available for use and intangibles with an indefinite
useful life are tested for impairment annually. An impairment loss is recognized whenever the carrying amount of an asset or the related cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.

CALCULATION OF RECOVERABLE AMOUNT

The recoverable amount of the companys investments in unquoted debt securities is calculated as the present value of expected future cash flows, discounted at the debt securities original
effective interest rate. For equity and quoted debt securities the recoverable amount is their fair value.

The recoverable amount of other
assets is determined as the higher of their fair value less costs to sell and value in use. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset
belongs. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment
losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis.

Goodwill and intangible assets with indefinite useful life are tested annually at the business unit level (that is one level below the segments). The
recoverable amount of the cash generating units to which the goodwill and the intangible assets with indefinite useful life belong is based on a fair value approach. More specifically, a discounted free cash flow approach, based on current
acquisition valuation models, is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

Whenever there is an indication of impairment, intangible assets with an indefinite useful life are tested on a fair value approach applying multiples
that reflect current market transactions to indicators that drive the profitability of the asset or the royalty stream that could be obtained from licensing the intangible asset to another party in an arms length transaction.

REVERSAL OF IMPAIRMENT LOSSES

An
impairment loss in respect of goodwill or investments in equity securities is not reversed. Impairment losses on other assets are reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the
impairment loss was recognized. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss
had been recognized.

(Q) SHARE CAPITAL

REPURCHASE OF SHARE CAPITAL

When AB InBev buys back its own shares, the amount of the
consideration paid, including directly attributable costs, is recognized as a deduction from equity under treasury shares.

DIVIDENDS

Dividends are recognized as a liability in the period in which they are declared.



F-19



---

##### Table of Contents

SHARE ISSUANCE COSTS

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(R) PROVISIONS

Provisions are recognized when (i) the company has a present legal or
constructive obligation as a result of past events, (ii) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and (iii) a reliable estimate of the amount of the obligation can
be made. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

RESTRUCTURING

A provision for
restructuring is recognized when the company has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly. Costs relating to the ongoing activities of the company are not provided
for. The provision includes the benefit commitments in connection with early retirement and redundancy schemes.

ONEROUS CONTRACTS

A provision for onerous contracts is recognized when the expected benefits to be derived by the company from a contract are lower than the
unavoidable cost of meeting its obligations under the contract. Such provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.

DISPUTES AND LITIGATIONS

A provision
for disputes and litigation is recognized when it is more likely than not that the company will be required to make future payments as a result of past events, such items may include but are not limited to, several claims, suits and actions both
initiated by third parties and initiated by AB InBev relating to antitrust laws, violations of distribution and license agreements, environmental matters, employment related disputes, claims from tax authorities, and alcohol industry litigation
matters.

(S) EMPLOYEE BENEFITS

POST-EMPLOYMENT BENEFITS

Post-employment benefits include pensions, post-employment life
insurance and post-employment medical benefits. The company operates a number of defined benefit and defined contribution plans throughout the world, the assets of which are generally held in separate trustee-managed funds. The pension plans are
generally funded by payments from employees and the company, and, for defined benefit plans taking account of the recommendations of independent actuaries. AB InBev maintains funded and unfunded pension plans.

a) Defined contribution plans

Contributions to
defined contribution plans are recognized as an expense in the income statement when incurred. A defined contribution plan is a pension plan under which AB InBev pays fixed contributions into a fund. AB InBev has no legal or constructive obligations
to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

b) Defined benefit plans

A defined benefit plan is a pension plan that is not a defined
contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. For defined benefit plans,
the pension expenses are assessed separately for each plan using the projected unit credit method. The projected unit credit method considers each period of service as giving rise to an additional unit of benefit entitlement. Under this method, the
cost of providing pensions is charged to the income statement so as to spread the regular cost over the service lives of employees in accordance with the advice of qualified actuaries who carry out a full valuation of the plans at least every three
years. The amounts charged to the income statement include current service cost, interest cost, the expected return on any plan assets, past service costs and the effect of any curtailments or settlements. The pension obligations recognized in the
balance sheet are measured at the present value of the estimated future cash outflows using interest rates based on high quality corporate bond yields, which have terms to maturity approximating the terms of the related liability, less any past
service costs not yet recognized and the fair value of any plan assets. Past service costs result from the introduction of, or changes to, post-employment benefits. They are recognized as an expense over the average period that the benefits vest.
Actuarial gains and losses comprise, for assets and liabilities, the effects of differences between the previous actuarial assumptions and what has actually occurred and the effects of changes in actuarial assumptions on the plans liabilities.
Actuarial gains and losses are recognized in full in the period in which they occur in the statement of comprehensive income.

Where the
calculated amount of a defined benefit liability is negative (an asset), AB InBev recognizes such pension asset to the extent of any cumulative unrecognized past service costs plus any economic benefits available to AB InBev either from
refunds or reductions in future contributions.

OTHER POST-EMPLOYMENT OBLIGATIONS

Some AB InBev companies provide post-employment medical benefits to their retirees. The entitlement to these benefits is usually based on the
employee remaining in service up to retirement age. The expected costs of these benefits are accrued over the period of employment, using an accounting methodology similar to that for defined benefit pension plans.

TERMINATION BENEFITS

Termination
benefits are recognized as an expense when the company is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date. Termination benefits for



F-20



---

##### Table of Contents

voluntary redundancies are recognized if the company has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be
estimated reliably.

BONUSES

Bonuses received by company employees and management are based on pre-defined company and individual target achievement. The estimated amount of the bonus
is recognized as an expense in the period the bonus is earned. To the extent that bonuses are settled in shares of the company, they are accounted for as share-based payments.

(T) SHARE-BASED PAYMENTS

Different share and share option programs allow company senior
management and members of the board to acquire shares of the company and some of its affiliates. AB InBev adopted IFRS 2 Share-based Payment on 1 January 2005 to all awards granted after 7 November 2002 that had not yet vested
at 1 January 2005. The fair value of the share options is estimated at grant date, using an option pricing model that is most appropriate for the respective option. Based on the expected number of options that will vest, the fair value of the
options granted is expensed over the vesting period. When the options are exercised, equity is increased by the amount of the proceeds received.

(U) INTEREST-BEARING LOANS AND BORROWINGS

Interest-bearing loans and borrowings are
recognized initially at fair value, less attributable transaction costs. Subsequent to initial recognition, interest-bearing loans and borrowings are stated at amortized cost with any difference between the initial amount and the maturity amount
being recognized in the income statement (in accretion expense) over the expected life of the instrument on an effective interest rate basis.

(V) TRADE AND OTHER PAYABLES

Trade and
other payables are stated at amortized cost.

(W) INCOME TAX

Income tax on the profit for the year comprises current and deferred tax. Income tax is recognized in the income statement except to the extent that it relates to items recognized directly in equity, in
which case the tax effect is also recognized directly in equity.

Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted, or substantively enacted, at the balance sheet date, and any adjustment to tax payable in respect of previous years.

In accordance with IAS 12 Income Taxes deferred taxes are provided using the so-called balance sheet liability method. This means that, for all
taxable and deductible differences between the tax bases of assets and liabilities and their carrying amounts in the balance sheet a deferred tax liability or asset is recognized. Under this method a provision for deferred taxes is also made for
differences between the fair values of assets and liabilities acquired in a business combination and their tax base. IAS 12 prescribes that no deferred taxes are recognized i) on initial recognition of goodwill, ii) at the initial recognition of
assets or liabilities in a transaction that is not a business combination and affects neither accounting nor taxable profit and iii) on differences relating to investments in subsidiaries to the extent that they will probably not reverse in the
foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using currently or substantively enacted tax rates.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to
income taxes levied by the same tax authority on the same taxable entity, or on different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities
simultaneously.

The company recognizes deferred tax assets, including assets arising from losses carried forward, to the extent that future
probable taxable profit will be available against which the deferred tax asset can be utilized. A deferred tax asset is reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Tax claims are recorded within provisions on the balance sheet (refer accounting policy R).

(X) INCOME RECOGNITION

Income is recognized when it is probable that the economic benefits
associated with the transaction will flow to the company and the income can be measured reliably.

GOODS SOLD

In relation to the sale of beverages and packaging, revenue is recognized when the significant risks and rewards of ownership have been transferred to the
buyer, and no significant uncertainties remain regarding recovery of the consideration due, associated costs or the possible return of goods, and there is no continuing management involvement with the goods. Revenue from the sale of goods is
measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts, volume rebates and discounts for cash payments.

RENTAL AND ROYALTY INCOME

Rental income is recognized under other operating income on a
straight-line basis over the term of the lease. Royalties arising from the use by others of the companys resources are recognized in other operating income on an accrual basis in accordance with the substance of the relevant agreement.

GOVERNMENT GRANTS

A
government grant is recognized in the balance sheet initially as deferred income when there is reasonable assurance that it will be received and that the company will comply with the conditions attached to it. Grants that compensate the company for
expenses



F-21



---

##### Table of Contents

incurred are recognized as other operating income on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the company for the acquisition of an asset
are presented by deducting them from the acquisition cost of the related asset in accordance with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance.

FINANCE INCOME

Finance income comprises interest received or receivable on funds invested,
dividend income, foreign exchange gains, losses on currency hedging instruments offsetting currency gains, gains on hedging instruments that are not part of a hedge accounting relationship, gains on financial assets classified as trading as well as
any gains from hedge ineffectiveness (refer accounting policy Z).

Interest income is recognized as it accrues (taking into account the
effective yield on the asset) unless collectability is in doubt. Dividend income is recognized in the income statement on the date that the dividend is declared.

(Y) EXPENSES

FINANCE COSTS

Finance costs comprise interest payable on borrowings, calculated using the effective interest rate method, foreign exchange losses, gains on currency hedging instruments offsetting currency losses,
results on interest rate hedging instruments, losses on hedging instruments that are not part of a hedge accounting relationship, losses on financial assets classified as trading, impairment losses on available-for-sale financial assets as well as
any losses from hedge ineffectiveness (refer accounting policy Z).

All interest costs incurred in connection with borrowings or financial
transactions are expensed as incurred as part of finance costs. Any difference between the initial amount and the maturity amount of interest bearing loans and borrowings, such as transaction costs and fair value adjustments, are being recognized in
the income statement (in accretion expense) over the expected life of the instrument on an effective interest rate basis (refer accounting policy U). The interest expense component of finance lease payments is also recognized in the income statement
using the effective interest rate method.

RESEARCH AND DEVELOPMENT, ADVERTISING AND PROMOTIONAL COSTS AND SYSTEMS DEVELOPMENT COSTS

Research, advertising and promotional costs are expensed in the year in which these costs are incurred. Development costs and systems
development costs are expensed in the year in which these costs are incurred if they do not meet the criteria for capitalization (refer accounting policy G).

PURCHASING, RECEIVING AND WAREHOUSING COSTS

Purchasing and receiving costs are included in
the cost of sales, as well as the costs of storing and moving raw materials and packaging materials. The costs of storing finished products at the brewery as well as costs incurred for subsequent storage in distribution centers are included within
distribution expenses.

(Z) DERIVATIVE FINANCIAL INSTRUMENTS

AB InBev uses derivative financial instruments to mitigate the transactional impact of foreign currencies, interest rates and commodity prices on the companys performance. AB InBevs
financial risk management policy prohibits the use of derivative financial instruments for trading purposes and the company does therefore not hold or issue any such instruments for such purposes. Derivative financial instruments that are economic
hedges but that do not meet the strict IAS 39 Financial Instruments: Recognition and Measurement hedge accounting rules, however, are accounted for as financial assets or liabilities at fair value through profit or loss.

Derivative financial instruments are recognized initially at fair value. Fair value is the amount for which the asset could be exchanged or the liability
settled, between knowledgeable, willing parties in an arms length transaction. The fair value of derivative financial instruments is either the quoted market price or is calculated using pricing models taking into account current market rates.
These pricing models also take into account the current creditworthiness of the counterparties.

Subsequent to initial recognition, derivative
financial instruments are re-measured to their fair value at balance sheet date. Depending on whether cash flow or net investment hedge accounting is applied or not, any gain or loss is either recognized directly in other comprehensive income or in
the income statement.

Cash flow, fair value or net investment hedge accounting is applied to all hedges that qualify for hedge accounting
when the required hedge documentation is in place and when the hedge relation is determined to be effective.

CASH FLOW HEDGE ACCOUNTING

When a derivative financial instrument hedges the variability in cash flows of a recognized asset or liability, the foreign currency risk
of a firm commitment or a highly probable forecasted transaction, the effective part of any resulting gain or loss on the derivative financial instrument is recognized directly in other comprehensive income (hedging reserves). When the firm
commitment in foreign currency or the forecasted transaction results in the recognition of a non financial asset or a non financial liability, the cumulative gain or loss is removed from other comprehensive income and included in the initial
measurement of the asset or liability. When the hedge relates to financial assets or liabilities, the cumulative gain or loss on the hedging instrument is reclassified from other comprehensive income into the income statement in the same period
during which the hedged risk affects the income statement (e.g. when the variable interest expense is recognized). The ineffective part of any gain or loss is recognized immediately in the income statement.

When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to occur, the cumulative gain or loss (at that
point) remains in equity and is reclassified in accordance with the above policy when the hedged transaction occurs. If the hedged transaction is no longer probable, the cumulative gain or loss recognized in other comprehensive income is
reclassified into the income statement immediately.



F-22



---

##### Table of Contents

FAIR VALUE HEDGE ACCOUNTING

When a derivative financial instrument hedges the variability in fair value of a recognized asset or liability, any resulting gain or loss on the hedging instrument is recognized in the income statement.
The hedged item is also stated at fair value in respect of the risk being hedged, with any gain or loss being recognized in the income statement.

NET INVESTMENT HEDGE ACCOUNTING

When a foreign currency liability hedges a net investment
in a foreign operation, exchange differences arising on the translation of the liability to the functional currency are recognized directly in other comprehensive income (translation reserves).

When a derivative financial instrument hedges a net investment in a foreign operation, the portion of the gain or the loss on the hedging instrument that
is determined to be an effective hedge is recognized directly in other comprehensive income (translation reserves), while the ineffective portion is reported in the income statement.

Investments in equity instruments or derivatives linked to and to be settled by delivery of an equity instrument are stated at cost when such equity instrument does not have a quoted market price in an
active market and for which other methods of reasonably estimating fair value are clearly inappropriate or unworkable.

(AA) SEGMENT
REPORTING

Operating segments are components of the companys business activities about which separate financial information is
available that is evaluated regularly by management.

AB InBevs operating segment reporting format is geographical because the
companys risks and rates of return are affected predominantly by the fact that AB InBev operates in different geographical areas. The companys management structure and internal reporting system to the board of directors is set up
accordingly. A geographical segment is a distinguishable component of the company that is engaged in providing products or services within a particular economic environment, which is subject to risks and returns that are different from those of
other segments. In accordance with IFRS 8 Operating segmentsAB InBevs reportable geographical segments were determined as North America, Latin America North, Latin America South, Western Europe, Central and Eastern Europe, Asia
Pacific and Global Export and Holding Companies. The companys assets are predominantly located in the same geographical areas as its customers.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated assets comprise interest bearing loans
granted, investment securities, deferred tax assets, income taxes receivable, cash and cash equivalent and derivative assets. Unallocated liabilities comprise equity and non-controlling interest, interest bearing loans, deferred tax liabilities,
bank overdrafts, income taxes payable and derivative liabilities.

Segment capital expenditure is the total cost incurred during the period to
acquire property, plant and equipment, and intangible assets other than goodwill.

(BB) EXCEPTIONAL ITEMS

Exceptional items are those that in managements judgment need to be disclosed by virtue of their size or incidence. Such items are disclosed on the
face of the consolidated income statement or separately disclosed in the notes to the financial statements. Transactions which may give rise to exceptional items are principally restructuring activities, impairments, gains or losses on disposal of
investments and the effect of the accelerated repayment of certain debt facilities.

(CC) DISCONTINUED OPERATIONS AND NON-CURRENT ASSETS
HELD FOR SALE

A discontinued operation is a component of the company that either has been disposed of or is classified as held for sale
and represents a separate major line of business or geographical area of operations and is part of a single coordinated plan to dispose of or is a subsidiary acquired exclusively with a view to resale.

AB InBev classifies a non-current asset (or disposal group) as held for sale if its carrying amount will be recovered principally through a sale
transaction rather than through continuing use if all of the conditions of IFRS 5 are met. A disposal group is defined as a group of assets to be disposed of, by sale or otherwise, together as a group in a single transaction, and liabilities
directly associated with those assets that will be transferred. Immediately before classification as held for sale, the company measures the carrying amount of the asset (or all the assets and liabilities in the disposal group) in accordance with
applicable IFRS. Then, on initial classification as held for sale, non-current assets and disposal groups are recognized at the lower of carrying amount and fair value less costs to sell. Impairment losses on initial classification as held for sale
are included in profit or loss. The same applies to gains and losses on subsequent re-measurement. Non-current assets classified as held for sale are no longer depreciated or amortized.

(DD) RECENTLY ISSUED IFRS

To the extent that new IFRS requirements are expected to be
applicable in the future, they have been summarized hereafter. For the year ended 31 December 2010, they have not been applied in preparing these consolidated financial statements.

IFRS 9 Financial Instruments

IFRS 9 Financial Instruments is the standard issued as part of a wider project to replace IAS 39. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement
categories for financial assets: amortized cost and fair value. The basis of classification depends on the entitys business model and the contractual cash flow characteristics of the financial asset. The guidance in IAS 39 on impairment of
financial assets and hedge accounting continues to apply.

Prior periods need not be restated if an entity adopts the standard for reporting
periods beginning before 1 January 2012. IFRS 9, which becomes mandatory for AB InBevs 2013 consolidated financial statements, is not expected to have a material impact on AB InBevs consolidated financial statements.



F-23



---

##### Table of Contents

A number of other new standards, amendments to standards, and interpretations are effective for annual
periods beginning after 1 January 2010, and have not been applied in preparing these consolidated financial statements. None of them is expected to have a significant effect on AB InBevs consolidated financial statements.

4. USE OF ESTIMATES AND JUDGMENTS

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and
liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the
judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that
period or in the period of the revision and future periods if the revision affects both current and future periods.

Although each of its
significant accounting policies reflects judgments, assessments or estimates, AB InBev believes that the following accounting policies reflect the most critical judgments, estimates and assumptions that are important to its business operations
and the understanding of its results: business combinations, intangible assets, goodwill, impairment, provisions, share-based payments, employee benefits and accounting for current and deferred tax.

The fair values of acquired identifiable intangibles are based on an assessment of future cash flows. Impairment analyses of goodwill and
indefinite-lived intangible assets are performed annually and whenever a triggering event has occurred, in order to determine whether the carrying value exceeds the recoverable amount. These calculations are based on estimates of future cash flows.

The company uses its judgment to select a variety of methods including the discounted cash flow method and option valuation models and make
assumptions about the fair value of financial instruments that are mainly based on market conditions existing at each balance sheet date.

Actuarial assumptions are established to anticipate future events and are used in calculating pension and other postretirement benefit expense and
liability. These factors include assumptions with respect to interest rates, expected investment returns on plan assets, rates of increase in health care costs, rates of future compensation increases, turnover rates, and life expectancy.

During 2010 AB InBev conducted an operational review of the useful lives of certain items of property, plant and equipment in the zone Latin
America North, which resulted in changes in the expected usage of some of these assets. See Note 13 Property, plant and equipment.

Judgments made by management in the application of IFRS that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are further
discussed in the relevant notes hereafter.

5. SEGMENT REPORTING

Segment information is presented by geographical segments, consistent with the information that is available and evaluated regularly by the chief
operating decision maker. AB InBev operates its business through seven zones. Regional and operating company management is responsible for managing performance, underlying risks, and effectiveness of operations. Internally, AB InBev management uses
performance indicators such as normalized profit from operations (normalized EBIT) and normalized EBITDA as measures of segment performance and to make decisions regarding allocation of resources. These measures are reconciled to segment profit in
the tables presented (figures may not add up due to rounding).

Effective from 1 January 2010 onward, AB InBev has updated its segment
reporting for purposes of internal review by senior management. This presentation treats all 2009 divestitures as if they had closed on 1 January 2009. In addition, certain intragroup transactions, which were previously recorded in the
zones, are recorded in the Global Export and Holding Companies segment, thus with no impact at the consolidated level. The tables below provide the segment information per zone for 2009 in the format that is used by management as of 2010 to monitor
performance. The differences between the 2009 Reference base and the 2009 audited income statement as Reported represent the effect of divestitures.



F-24



---

##### Table of Contents

SEGMENT REPORTING (2009 REPORTED)

All figures in the table below are stated in million US dollar, except volume (million hls) and full time equivalents (FTE in units)



|                                          |  |               |        |   |                     |  |        |                     |  |  |                |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |       |   |      |  |       |      |  |  |       |   |  |  |        |   |  |  |        |   |  |  |        |  
|----------------------------------------- |  | ------------- | ------ | - | ------------------- |  | ------ | ------------------- |  |  | -------------- | - |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | - |  | ---- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | - |  |  | ------ | - |  |  | ------ | - |  |  | ------ | -
|                                          |  | North America |        |   | Latin America North |  |        | Latin America South |  |  | Western Europe |  
|                                          |  | 2010          |        |   | 2009                |  |        | 2008                |  |  | 2010           |   |  | 2009 |        |   | 2008 |  |        | 2010 |  |  | 2009   |   |  | 2008 |       |   | 2010 |  |       | 2009 |  |  | 2008  |  
|Volume                                    |  |               | 129    |   |                     |  | 135    |                     |  |  | 27             |   |  |      | 120    |   |      |  | 110    |      |  |  | 102    |   |  |      | 34    |   |      |  | 33    |      |  |  | 34    |   |  |  | 32     |   |  |  | 33     |   |  |  | 34     |  
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |  
|Revenue                                   |  |               | 15 296 |   |                     |  | 15 486 |                     |  |  | 3 753          |   |  |      | 10 018 |   |      |  | 7 649  |      |  |  | 7 664  |   |  |      | 2 182 |   |      |  | 1 899 |      |  |  | 1 855 |   |  |  | 3 937  |   |  |  | 4 312  |   |  |  | 4 754  |  
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |  
|Cost of goods sold                        |  |               | (6 946 | ) |                     |  | (7 525 | )                   |  |  | (1 586         | ) |  |      | (3 410 | ) |      |  | (2 487 | )    |  |  | (2 634 | ) |  |      | (842  | ) |      |  | (735  | )    |  |  | (782  | ) |  |  | (1 883 | ) |  |  | (1 962 | ) |  |  | (2 232 | )
|Distribution expenses                     |  |               | (774   | ) |                     |  | (792   | )                   |  |  | (499           | ) |  |      | (1 128 | ) |      |  | (781   | )    |  |  | (916   | ) |  |      | (180  | ) |      |  | (166  | )    |  |  | (145  | ) |  |  | (393   | ) |  |  | (457   | ) |  |  | (592   | )
|Sales and marketing expenses              |  |               | (1 565 | ) |                     |  | (1 694 | )                   |  |  | (430           | ) |  |      | (1 238 | ) |      |  | (1 016 | )    |  |  | (837   | ) |  |      | (228  | ) |      |  | (182  | )    |  |  | (191  | ) |  |  | (716   | ) |  |  | (798   | ) |  |  | (943   | )
|Administrative expenses                   |  |               | (526   | ) |                     |  | (636   | )                   |  |  | (155           | ) |  |      | (518   | ) |      |  | (551   | )    |  |  | (418   | ) |  |      | (75   | ) |      |  | (73   | )    |  |  | (72   | ) |  |  | (291   | ) |  |  | (389   | ) |  |  | (345   | )
|Other operating income/(expenses)         |  |               | 61     |   |                     |  | 54     |                     |  |  | (4             | ) |  |      | 359    |   |      |  | 243    |      |  |  | 208    |   |  |      | (8    | ) |      |  | (12   | )    |  |  | 11    |   |  |  | 83     |   |  |  | (107   | ) |  |  | (144   | )
|Normalized profit from operations (EBIT)  |  |               | 5 546  |   |                     |  | 4 894  |                     |  |  | 1 079          |   |  |      | 4 083  |   |      |  | 3 056  |      |  |  | 3 067  |   |  |      | 849   |   |      |  | 731   |      |  |  | 676   |   |  |  | 737    |   |  |  | 599    |   |  |  | 498    |  
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |  
|Exceptional items (refer Note 8)          |  |               | (237   | ) |                     |  | 62     |                     |  |  | (220           | ) |  |      | (34    | ) |      |  | 109    |      |  |  | (27    | ) |  |      | (8    | ) |      |  | (7    | )    |  |  | (4    | ) |  |  | (54    | ) |  |  | (56    | ) |  |  | (275   | )
|Profit from operations (EBIT)             |  |               | 5 309  |   |                     |  | 4 956  |                     |  |  | 859            |   |  |      | 4 049  |   |      |  | 3 165  |      |  |  | 3 040  |   |  |      | 841   |   |      |  | 724   |      |  |  | 672   |   |  |  | 683    |   |  |  | 543    |   |  |  | 223    |  
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |  
|Net finance cost                          |  |               | (503   | ) |                     |  | (567   | )                   |  |  | (97            | ) |  |      | (98    | ) |      |  | (353   | )    |  |  | (590   | ) |  |      | (55   | ) |      |  | (92   | )    |  |  | (43   | ) |  |  | (291   | ) |  |  | (299   | ) |  |  | (504   | )
|Share of result of associates             |  |               | 520    |   |                     |  | 514    |                     |  |  | 57             |   |  |      |       |   |      |  |       |      |  |  |       |   |  |      |      |   |      |  |      |      |  |  | 1     |   |  |  | 1      |   |  |  | (1     | ) |  |  |       |  
|Profit before tax                         |  |               | 5 326  |   |                     |  | 4 903  |                     |  |  | 819            |   |  |      | 3 951  |   |      |  | 2 811  |      |  |  | 2 450  |   |  |      | 786   |   |      |  | 632   |      |  |  | 630   |   |  |  | 393    |   |  |  | 244    |   |  |  | (281   | )
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |  
|Income tax expense                        |  |               | (1 454 | ) |                     |  | (1 519 | )                   |  |  | (151           | ) |  |      | (637   | ) |      |  | (521   | )    |  |  | (303   | ) |  |      | (230  | ) |      |  | (184  | )    |  |  | (189  | ) |  |  | (98    | ) |  |  | (73    | ) |  |  | 130    |  
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |       |   |      |  |       |      |  |  |       |   |  |  |        |   |  |  |        |   |  |  |        |  
|Profit                                    |  |               | 3 872  |   |                     |  | 3 384  |                     |  |  | 668            |   |  |      | 3 314  |   |      |  | 2 290  |      |  |  | 2 147  |   |  |      | 556   |   |      |  | 448   |      |  |  | 441   |   |  |  | 295    |   |  |  | 171    |   |  |  | (151   | )
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |  
|Normalized EBITDA                         |  |               | 6 444  |   |                     |  | 5 868  |                     |  |  | 1 308          |   |  |      | 4 780  |   |      |  | 3 492  |      |  |  | 3 540  |   |  |      | 1 009 |   |      |  | 875   |      |  |  | 808   |   |  |  | 1 099  |   |  |  | 983    |   |  |  | 948    |  
|Exceptional items                         |  |               | (154   | ) |                     |  | 62     |                     |  |  | (220           | ) |  |      | (34    | ) |      |  | 109    |      |  |  | (27    | ) |  |      | (8    | ) |      |  | (7    | )    |  |  | (4    | ) |  |  | (54    | ) |  |  | (56    | ) |  |  | (275   | )
|Exceptional impairment                    |  |               | (83    | ) |                     |  |       |                     |  |  |               |   |  |      |       |   |      |  |       |      |  |  |       |   |  |      |      |   |      |  |      |      |  |  |      |   |  |  |       |   |  |  |       |   |  |  |       |  
|Depreciation, amortization and impairment |  |               | (898   | ) |                     |  | (974   | )                   |  |  | (229           | ) |  |      | (697   | ) |      |  | (437   | )    |  |  | (473   | ) |  |      | (160  | ) |      |  | (144  | )    |  |  | (132  | ) |  |  | (362   | ) |  |  | (384   | ) |  |  | (450   | )
|Net finance costs                         |  |               | (503   | ) |                     |  | (567   | )                   |  |  | (97            | ) |  |      | (98    | ) |      |  | (353   | )    |  |  | (590   | ) |  |      | (55   | ) |      |  | (92   | )    |  |  | (43   | ) |  |  | (291   | ) |  |  | (299   | ) |  |  | (504   | )
|Share of results of associates            |  |               | 520    |   |                     |  | 514    |                     |  |  | 57             |   |  |      |       |   |      |  |       |      |  |  |       |   |  |      |      |   |      |  |      |      |  |  | 1     |   |  |  | 1      |   |  |  | (1     | ) |  |  |       |  
|Income tax expense                        |  |               | (1 454 | ) |                     |  | (1 519 | )                   |  |  | (151           | ) |  |      | (637   | ) |      |  | (521   | )    |  |  | (303   | ) |  |      | (230  | ) |      |  | (184  | )    |  |  | (189  | ) |  |  | (98    | ) |  |  | (73    | ) |  |  | 130    |  
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |       |   |      |  |       |      |  |  |       |   |  |  |        |   |  |  |        |   |  |  |        |  
|Profit                                    |  |               | 3 872  |   |                     |  | 3 384  |                     |  |  | 668            |   |  |      | 3 313  |   |      |  | 2 290  |      |  |  | 2 147  |   |  |      | 556   |   |      |  | 448   |      |  |  | 441   |   |  |  | 295    |   |  |  | 171    |   |  |  | (151   | )
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |  
|Normalized EBITDA margin in %             |  |               | 42.1   | % |                     |  | 37.9   | %                   |  |  | 34.9           | % |  |      | 47.7   | % |      |  | 45.7   | %    |  |  | 46.2   | % |  |      | 46.2  | % |      |  | 46.1  | %    |  |  | 43.6  | % |  |  | 27.9   | % |  |  | 22.8   | % |  |  | 19.9   | %
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |  
|Segment assets                            |  |               | 72 412 |   |                     |  | 72 222 |                     |  |  | 69 633         |   |  |      | 17 767 |   |      |  | 16 221 |      |  |  | 12 052 |   |  |      | 3 564 |   |      |  | 3 766 |      |  |  | 3 841 |   |  |  | 5 436  |   |  |  | 5 889  |   |  |  | 6 169  |  
|Intersegment elimination                  |  |               |        |   |                     |  |        |                     |  |  |                |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |       |   |      |  |       |      |  |  |       |   |  |  |        |   |  |  |        |   |  |  |        |  
|Non-segmented assets                      |  |               |        |   |                     |  |        |                     |  |  |                |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |       |   |      |  |       |      |  |  |       |   |  |  |        |   |  |  |        |   |  |  |        |  
|Total assets                              |  |               |        |   |                     |  |        |                     |  |  |                |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |       |   |      |  |       |      |  |  |       |   |  |  |        |   |  |  |        |   |  |  |        |  
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |       |   |      |  |       |      |  |  |       |   |  |  |        |   |  |  |        |   |  |  |        |  
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |  
|Segment liabilities                       |  |               | 5 737  |   |                     |  | 5 250  |                     |  |  | 6 075          |   |  |      | 4 619  |   |      |  | 3 819  |      |  |  | 2 470  |   |  |      | 685   |   |      |  | 785   |      |  |  | 763   |   |  |  | 2 593  |   |  |  | 3 067  |   |  |  | 2 577  |  
|Intersegment elimination                  |  |               |        |   |                     |  |        |                     |  |  |                |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |       |   |      |  |       |      |  |  |       |   |  |  |        |   |  |  |        |   |  |  |        |  
|Non-segmented liabilities                 |  |               |        |   |                     |  |        |                     |  |  |                |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |       |   |      |  |       |      |  |  |       |   |  |  |        |   |  |  |        |   |  |  |        |  
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |       |   |      |  |       |      |  |  |       |   |  |  |        |   |  |  |        |   |  |  |        |  
|Total liabilities                         |  |               |        |   |                     |  |        |                     |  |  |                |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |       |   |      |  |       |      |  |  |       |   |  |  |        |   |  |  |        |   |  |  |        |  
|                                          |  |               |        |   |                     |  |        |                     |  |  |                |  
|Gross capex                               |  |               | 282    |   |                     |  | 342    |                     |  |  | 318            |   |  |      | 1 046  |   |      |  | 499    |      |  |  | 615    |   |  |      | 179   |   |      |  | 155   |      |  |  | 285   |   |  |  | 322    |   |  |  | 246    |   |  |  | 537    |  
|Additions to/(reversals of) provisions    |  |               | 167    |   |                     |  | (24    | )                   |  |  | 157            |   |  |      | 28     |   |      |  | 53     |      |  |  | 88     |   |  |      | 2     |   |      |  | 3     |      |  |  | 6     |   |  |  | 62     |   |  |  | 59     |   |  |  | 142    |  
|FTE                                       |  |               | 18 264 |   |                     |  | 19 597 |                     |  |  | 21 871         |   |  |      | 32 098 |   |      |  | 28 460 |      |  |  | 28 517 |   |  |      | 8 040 |   |      |  | 7 780 |      |  |  | 7 554 |   |  |  | 7 989  |   |  |  | 7 551  |   |  |  | 8 965  |  



F-25



---

##### Table of Contents

SEGMENT REPORTING (2009 REPORTED)

All figures in the table below are stated in million US dollar, except volume (million hls) and full time equivalents (FTE in units)



|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |  |         |   |  |  |         |   |  |  |         |  
|----------------------------------------- |  | -------------------------- | ------ | - | ------------ |  | ------ | ---------------------------------- |  |  | ------------ | - |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | - |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | - |  |  | ------- | - |  |  | ------- | - |  |  | ------- | -
|                                          |  | Central and Eastern Europe |        |   | Asia Pacific |  |        | Global Export and HoldingCompanies |  |  | Consolidated |  
|                                          |  | 2010                       |        |   | 2009         |  |        | 2008                               |  |  | 2010         |   |  | 2009 |        |   | 2008 |  |        | 2010 |  |  | 2009   |   |  | 2008 |        |   | 2010 |  |        | 2009 |  |  | 2008   |  
|Volume                                    |  |                            | 27     |   |              |  | 40     |                                    |  |  | 46           |   |  |      | 50     |   |      |  | 53     |      |  |  | 37     |   |  |      | 7      |   |      |  | 5      |      |  |  | 5      |   |  |  | 399     |   |  |  | 409     |   |  |  | 285     |  
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |  
|Revenue                                   |  |                            | 1 619  |   |              |  | 2 492  |                                    |  |  | 3 267        |   |  |      | 1 767  |   |      |  | 1 985  |      |  |  | 1 494  |   |  |      | 1 479  |   |      |  | 2 936  |      |  |  | 720    |   |  |  | 36 297  |   |  |  | 36 758  |   |  |  | 23 507  |  
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |  
|Cost of goods sold                        |  |                            | (857   | ) |              |  | (1 194 | )                                  |  |  | (1 693       | ) |  |      | (1 008 | ) |      |  | (1 052 | )    |  |  | (812   | ) |  |      | (1 206 | ) |      |  | (2 243 | )    |  |  | (597   | ) |  |  | (16 151 | ) |  |  | (17 198 | ) |  |  | (10 336 | )
|Distribution expenses                     |  |                            | (191   | ) |              |  | (241   | )                                  |  |  | (410         | ) |  |      | (140   | ) |      |  | (142   | )    |  |  | (99    | ) |  |      | (106   | ) |      |  | (93    | )    |  |  | (64    | ) |  |  | (2 913  | ) |  |  | (2 671  | ) |  |  | (2 725  | )
|Sales and marketing expenses              |  |                            | (353   | ) |              |  | (485   | )                                  |  |  | (660         | ) |  |      | (439   | ) |      |  | (542   | )    |  |  | (333   | ) |  |      | (174   | ) |      |  | (275   | )    |  |  | (116   | ) |  |  | (4 712  | ) |  |  | (4 992  | ) |  |  | (3 510  | )
|Administrative expenses                   |  |                            | (109   | ) |              |  | (171   | )                                  |  |  | (176         | ) |  |      | (148   | ) |      |  | (142   | )    |  |  | (101   | ) |  |      | (292   | ) |      |  | (349   | )    |  |  | (211   | ) |  |  | (1 960  | ) |  |  | (2 310  | ) |  |  | (1 478  | )
|Other operating income/(expenses)         |  |                            | 7      |   |              |  | (121   | )                                  |  |  | (132         | ) |  |      | 47     |   |      |  | 36     |      |  |  | 26     |   |  |      | 54     |   |      |  | 568    |      |  |  | 475    |   |  |  | 604     |   |  |  | 661     |   |  |  | 440     |  
|Normalized profit from operations (EBIT)  |  |                            | 117    |   |              |  | 281    |                                    |  |  | 196          |   |  |      | 79     |   |      |  | 144    |      |  |  | 175    |   |  |      | (245   | ) |      |  | 543    |      |  |  | 207    |   |  |  | 11 165  |   |  |  | 10 248  |   |  |  | 5 898   |  
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |  
|Exceptional items (refer Note 8)          |  |                            | 2      |   |              |  | (1     | )                                  |  |  | (10          | ) |  |      | 9      |   |      |  | (47    | )    |  |  | (22    | ) |  |      | 54     |   |      |  | 1 261  |      |  |  |       |   |  |  | (268    | ) |  |  | 1 321   |   |  |  | (558    | )
|Profit from operations (EBIT)             |  |                            | 118    |   |              |  | 279    |                                    |  |  | 186          |   |  |      | 88     |   |      |  | 96     |      |  |  | 153    |   |  |      | (191   | ) |      |  | 1 805  |      |  |  | 207    |   |  |  | 10 897  |   |  |  | 11 569  |   |  |  | 5 340   |  
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |  
|Net finance cost                          |  |                            | (41    | ) |              |  | (37    | )                                  |  |  | (97          | ) |  |      | 8      |   |      |  | (10    | )    |  |  | (9     | ) |  |      | (2 756 | ) |      |  | (3 061 | )    |  |  | (260   | ) |  |  | (3 736  | ) |  |  | (4 419  | ) |  |  | (1 600  | )
|Share of result of associates             |  |                            |       |   |              |  |       |                                    |  |  | 1            |   |  |      |       |   |      |  |       |      |  |  |       |   |  |      |       |   |      |  |       |      |  |  | 1      |   |  |  | 521     |   |  |  | 513     |   |  |  | 60      |  
|Profit before tax                         |  |                            | 77     |   |              |  | 243    |                                    |  |  | 90           |   |  |      | 96     |   |      |  | 86     |      |  |  | 144    |   |  |      | (2 947 | ) |      |  | (1 256 | )    |  |  | (52    | ) |  |  | 7 682   |   |  |  | 7 663   |   |  |  | 3 800   |  
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |  
|Income tax expense                        |  |                            | (21    | ) |              |  | (48    | )                                  |  |  | (42          | ) |  |      | (22    | ) |      |  | (76    | )    |  |  | (72    | ) |  |      | 542    |   |      |  | 636    |      |  |  | (47    | ) |  |  | (1 920  | ) |  |  | (1 786  | ) |  |  | (674    | )
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |  |         |   |  |  |         |   |  |  |         |  
|Profit                                    |  |                            | 56     |   |              |  | 195    |                                    |  |  | 48           |   |  |      | 74     |   |      |  | 10     |      |  |  | 72     |   |  |      | (2 405 | ) |      |  | (620   | )    |  |  | (99    | ) |  |  | 5 762   |   |  |  | 5 877   |   |  |  | 3 126   |  
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |  
|Normalized EBITDA                         |  |                            | 323    |   |              |  | 599    |                                    |  |  | 571          |   |  |      | 292    |   |      |  | 349    |      |  |  | 341    |   |  |      | (77    | ) |      |  | 870    |      |  |  | 295    |   |  |  | 13 869  |   |  |  | 13 037  |   |  |  | 7 811   |  
|Exceptional items                         |  |                            | 2      |   |              |  | (1     | )                                  |  |  | (11          | ) |  |      | 9      |   |      |  | (47    | )    |  |  | (22    | ) |  |      | 54     |   |      |  | 1 290  |      |  |  |       |   |  |  | (185    | ) |  |  | 1 350   |   |  |  | (560    | )
|Exceptional impairment                    |  |                            |       |   |              |  |       |                                    |  |  | 1            |   |  |      |       |   |      |  |       |      |  |  |       |   |  |      |       |   |      |  | (29    | )    |  |  |       |   |  |  | (83     | ) |  |  | (29     | ) |  |  | 1       |  
|Depreciation, amortization and impairment |  |                            | (206   | ) |              |  | (319   | )                                  |  |  | (374         | ) |  |      | (213   | ) |      |  | (206   | )    |  |  | (166   | ) |  |      | (168   | ) |      |  | (326   | )    |  |  | (88    | ) |  |  | (2 704  | ) |  |  | (2 789  | ) |  |  | (1 912  | )
|Net finance costs                         |  |                            | (41    | ) |              |  | (37    | )                                  |  |  | (97          | ) |  |      | 8      |   |      |  | (10    | )    |  |  | (9     | ) |  |      | (2 756 | ) |      |  | (3 061 | )    |  |  | (260   | ) |  |  | (3 736  | ) |  |  | (4 419  | ) |  |  | (1 600  | )
|Share of results of associates            |  |                            |       |   |              |  |       |                                    |  |  | 1            |   |  |      |       |   |      |  |       |      |  |  |       |   |  |      |       |   |      |  |       |      |  |  | 1      |   |  |  | 521     |   |  |  | 513     |   |  |  | 60      |  
|Income tax expense                        |  |                            | (21    | ) |              |  | (48    | )                                  |  |  | (42          | ) |  |      | (22    | ) |      |  | (76    | )    |  |  | (72    | ) |  |      | 542    |   |      |  | 636    |      |  |  | (47    | ) |  |  | (1 920  | ) |  |  | (1 786  | ) |  |  | (674    | )
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |  |         |   |  |  |         |   |  |  |         |  
|Profit                                    |  |                            | 56     |   |              |  | 195    |                                    |  |  | 48           |   |  |      | 74     |   |      |  | 10     |      |  |  | 72     |   |  |      | (2 405 | ) |      |  | (620   | )    |  |  | (99    | ) |  |  | 5 762   |   |  |  | 5 877   |   |  |  | 3 126   |  
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |  
|Normalized EBITDA margin in %             |  |                            | 20.0   | % |              |  | 24.1   | %                                  |  |  | 17.5         | % |  |      | 16.5   | % |      |  | 17.6   | %    |  |  | 22.8   | % |  |      |       |   |      |  |       |      |  |  |       |   |  |  | 38.2    | % |  |  | 35.5    | % |  |  | 33.2    | %
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |  
|Segment assets                            |  |                            | 2 387  |   |              |  | 2 484  |                                    |  |  | 3 804        |   |  |      | 3 749  |   |      |  | 3 549  |      |  |  | 5 344  |   |  |      | 3 608  |   |      |  | 4 189  |      |  |  | 8 210  |   |  |  | 108 923 |   |  |  | 108 320 |   |  |  | 109 053 |  
|Intersegment elimination                  |  |                            |        |   |              |  |        |                                    |  |  |              |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |  | (1 638  | ) |  |  | (2 089  | ) |  |  | (1 308  | )
|Non-segmented assets                      |  |                            |        |   |              |  |        |                                    |  |  |              |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |  | 7 057   |   |  |  | 6 294   |   |  |  | 5 415   |  
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |  |         |   |  |  |         |   |  |  |         |  
|Total assets                              |  |                            |        |   |              |  |        |                                    |  |  |              |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |  | 114 342 |   |  |  | 112 525 |   |  |  | 113 160 |  
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |  
|Segment liabilities                       |  |                            | 609    |   |              |  | 418    |                                    |  |  | 722          |   |  |      | 1 403  |   |      |  | 1 143  |      |  |  | 1 108  |   |  |      | 3 712  |   |      |  | 3 134  |      |  |  | 1 389  |   |  |  | 19 358  |   |  |  | 17 616  |   |  |  | 15 104  |  
|Intersegment elimination                  |  |                            |        |   |              |  |        |                                    |  |  |              |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |  | (1 638  | ) |  |  | (2 089  | ) |  |  | (1 308  | )
|Non-segmented liabilities                 |  |                            |        |   |              |  |        |                                    |  |  |              |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |  | 96 622  |   |  |  | 96 998  |   |  |  | 99 364  |  
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |  |         |   |  |  |         |   |  |  |         |  
|Total liabilities                         |  |                            |        |   |              |  |        |                                    |  |  |              |   |  |      |        |   |      |  |        |      |  |  |        |   |  |      |        |   |      |  |        |      |  |  |        |   |  |  | 114 342 |   |  |  | 112 525 |   |  |  | 113 160 |  
|                                          |  |                            |        |   |              |  |        |                                    |  |  |              |  
|Gross capex                               |  |                            | 112    |   |              |  | 175    |                                    |  |  | 503          |   |  |      | 316    |   |      |  | 224    |      |  |  | 282    |   |  |      | 87     |   |      |  | 67     |      |  |  | 79     |   |  |  | 2 344   |   |  |  | 1 708   |   |  |  | 2 619   |  
|Additions to/(reversals of) provisions    |  |                            | (2     | ) |              |  |       |                                    |  |  | 19           |   |  |      | (4     | ) |      |  | 47     |      |  |  | 22     |   |  |      | 114    |   |      |  | 69     |      |  |  | 33     |   |  |  | 367     |   |  |  | 207     |   |  |  | 467     |  
|FTE                                       |  |                            | 10 249 |   |              |  | 10 588 |                                    |  |  | 16 054       |   |  |      | 35 475 |   |      |  | 40 859 |      |  |  | 41 588 |   |  |      | 2 198  |   |      |  | 1 654  |      |  |  | 12 050 |   |  |  | 114 313 |   |  |  | 116 489 |   |  |  | 136 599 |  



F-26



---

##### Table of Contents

SEGMENT REPORTING (2009 REFERENCE BASE)

All figures in the table below are stated in million US dollar, except volume (million hls).



|                                          |  |              |        |   |                    |  |        |                    |  |  |                    |   |  |                         |        |   |                    |  |       |                                 |  |  |                      |   |  |              |        |   |                    |  |        |      |  |  |                    |   |  |      |       |   |                    |  |        |      |  |  |                       |   |  |      |        |   |               |  |        |   |  |  |   |  |  |  |        |   |  |  |         |   |  |  |         |  
|----------------------------------------- |  | ------------ | ------ | - | ------------------ |  | ------ | ------------------ |  |  | ------------------ | - |  | ----------------------- | ------ | - | ------------------ |  | ----- | ------------------------------- |  |  | -------------------- | - |  | ------------ | ------ | - | ------------------ |  | ------ | ---- |  |  | ------------------ | - |  | ---- | ----- | - | ------------------ |  | ------ | ---- |  |  | --------------------- | - |  | ---- | ------ | - | ------------- |  | ------ | - |  |  | - |  |  |  | ------ | - |  |  | ------- | - |  |  | ------- | -
|                                          |  | NorthAmerica |        |   | LatinAmerica North |  |        | LatinAmerica South |  |  | WesternEurope      |   |  | CentralandEasternEurope |        |   | AsiaPacific        |  |       | GlobalExportandHoldingCompanies |  |  | Effectofdivestitures |   |  | Consolidated |       
|                                          |  | 2010         |        |   | 2009Ref-erencebase |  |        | 2010               |  |  | 2009Ref-erencebase |   |  | 2010                    |        |   | 2009Ref-erencebase |  |       | 2010                            |  |  | 2009Ref-erencebase   |   |  | 2010         |        |   | 2009Ref-erencebase |  |        | 2010 |  |  | 2009Ref-erencebase |   |  | 2010 |       |   | 2009Ref-erencebase |  |        | 2010 |  |  | 2009bridgetorep-orted |   |  | 2010 |        |   | 2009Rep-orted | 
|Volume                                    |  |              | 129    |   |                    |  | 134    |                    |  |  | 120                |   |  |                         | 110    |   |                    |  | 34    |                                 |  |  | 33                   |   |  |              | 32     |   |                    |  | 32     |      |  |  | 27                 |   |  |      | 27    |   |                    |  | 50     |      |  |  | 49                    |   |  |      | 7      |   |               |  | 6      |   |  |  |  |  |  |  | 18     |   |  |  | 399     |   |  |  | 409     |  
|                                          |  |              |        |   |                    |  |        |                    |  |  |                    |   |  |                         |        |   |                    | 
|Revenue                                   |  |              | 15 296 |   |                    |  | 15 380 |                    |  |  | 10 018             |   |  |                         | 7 649  |   |                    |  | 2 182 |                                 |  |  | 1 899                |   |  |              | 3 937  |   |                    |  | 4 221  |      |  |  | 1 619              |   |  |      | 1 571 |   |                    |  | 1 767  |      |  |  | 1 720                 |   |  |      | 1 479  |   |               |  | 1 423  |   |  |  |  |  |  |  | 2 896  |   |  |  | 36 297  |   |  |  | 36 758  |  
|                                          |  |              |        |   |                    |  |        |                    |  |  |                    |   |  |                         |        |   |                    | 
|Cost of goods sold                        |  |              | (6 946 | ) |                    |  | (7 254 | )                  |  |  | (3 410             | ) |  |                         | (2 488 | ) |                    |  | (842  | )                               |  |  | (736                 | ) |  |              | (1 883 | ) |                    |  | (2 037 | )    |  |  | (857               | ) |  |      | (822  | ) |                    |  | (1 008 | )    |  |  | (947                  | ) |  |      | (1 206 | ) |               |  | (1 249 | ) |  |  |  |  |  |  | (1 666 | ) |  |  | (16 151 | ) |  |  | (17 198 | )
|Distribution expenses                     |  |              | (774   | ) |                    |  | (778   | )                  |  |  | (1 128             | ) |  |                         | (781   | ) |                    |  | (180  | )                               |  |  | (166                 | ) |  |              | (393   | ) |                    |  | (418   | )    |  |  | (191               | ) |  |      | (157  | ) |                    |  | (140   | )    |  |  | (120                  | ) |  |      | (106   | ) |               |  | (114   | ) |  |  |  |  |  |  | (138   | ) |  |  | (2 913  | ) |  |  | (2 671  | )
|Sales and marketing expenses              |  |              | (1 565 | ) |                    |  | (1 691 | )                  |  |  | (1 238             | ) |  |                         | (1 016 | ) |                    |  | (228  | )                               |  |  | (182                 | ) |  |              | (716   | ) |                    |  | (775   | )    |  |  | (353               | ) |  |      | (297  | ) |                    |  | (439   | )    |  |  | (493                  | ) |  |      | (174   | ) |               |  | (164   | ) |  |  |  |  |  |  | (374   | ) |  |  | (4 712  | ) |  |  | (4 992  | )
|Administrative expenses                   |  |              | (526   | ) |                    |  | (633   | )                  |  |  | (518               | ) |  |                         | (551   | ) |                    |  | (75   | )                               |  |  | (73                  | ) |  |              | (291   | ) |                    |  | (389   | )    |  |  | (109               | ) |  |      | (126  | ) |                    |  | (148   | )    |  |  | (132                  | ) |  |      | (292   | ) |               |  | (324   | ) |  |  |  |  |  |  | (83    | ) |  |  | (1 960  | ) |  |  | (2 310  | )
|Other operating income/(expenses)         |  |              | 61     |   |                    |  | 232    |                    |  |  | 359                |   |  |                         | 244    |   |                    |  | (8    | )                               |  |  | (7                   | ) |  |              | 83     |   |                    |  | 87     |      |  |  | 7                  |   |  |      | 4     |   |                    |  | 47     |      |  |  | 37                    |   |  |      | 54     |   |               |  | 53     |   |  |  |  |  |  |  | 12     |   |  |  | 604     |   |  |  | 661     |  
|Normalized profit from operations (EBIT)  |  |              | 5 546  |   |                    |  | 5 255  |                    |  |  | 4 083              |   |  |                         | 3 056  |   |                    |  | 849   |                                 |  |  | 735                  |   |  |              | 737    |   |                    |  | 690    |      |  |  | 117                |   |  |      | 174   |   |                    |  | 79     |      |  |  | 65                    |   |  |      | (245   | ) |               |  | (375   | ) |  |  |  |  |  |  | 648    |   |  |  | 11 165  |   |  |  | 10 248  |  
|                                          |  |              |        |   |                    |  |        |                    |  |  |                    |   |  |                         |        |   |                    | 
|Depreciation, amortization and impairment |  |              | (898   | ) |                    |  | (970   | )                  |  |  | (698               | ) |  |                         | (437   | ) |                    |  | (160  | )                               |  |  | (144                 | ) |  |              | (362   | ) |                    |  | (382   | )    |  |  | (206               | ) |  |      | (211  | ) |                    |  | (213   | )    |  |  | (194                  | ) |  |      | (168   | ) |               |  | (171   | ) |  |  |  |  |  |  | (280   | ) |  |  | (2 704  | ) |  |  | (2 789  | )
|                                          |  |              |        |   |                    |  |        |                    |  |  |                    |   |  |                         |        |   |                    | 
|Normalized EBITDA                         |  |              | 6 444  |   |                    |  | 6 225  |                    |  |  | 4 780              |   |  |                         | 3 493  |   |                    |  | 1 009 |                                 |  |  | 879                  |   |  |              | 1 099  |   |                    |  | 1 072  |      |  |  | 323                |   |  |      | 385   |   |                    |  | 292    |      |  |  | 259                   |   |  |      | (77    | ) |               |  | (204   | ) |  |  |  |  |  |  | 928    |   |  |  | 13 869  |   |  |  | 13 037  |  
|                                          |  |              |        |   |                    |  |        |                    |  |  |                    |   |  |                         |        |   |                    | 
|Normalized EBITDA margin in %             |  |              | 42.1   | % |                    |  | 40.5   | %                  |  |  | 47.7               | % |  |                         | 45.7   | % |                    |  | 46.2  | %                               |  |  | 46.3                 | % |  |              | 27.9   | % |                    |  | 25.4   | %    |  |  | 20.0               | % |  |      | 24.5  | % |                    |  | 16.5   | %    |  |  | 15.0                  | % |  |      |       |   |               |  |       |   |  |  |  |  |  |  |       |   |  |  | 38.2    | % |  |  | 35.5    | %



F-27



---

##### Table of Contents

Net revenue from the beer business amounted to 32 616m US dollar (2009:32 228m US dollar, 2008: 21 533m US
dollar) while the net revenue from the non-beer business (soft drinks and other business) accounted for 3 681m US dollar (2009: 4 530m US dollar, 2008: 1 974m US dollar).

Net revenue from external customers attributable to AB InBevs country of domicile (Belgium) and non-current assets located in the country of domicile represent 886m US dollar (2009: 1 405m US
dollar, 2008: 1 557m US dollar).

6. ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES

The table below summarizes the impact of acquisitions on the Statement of financial position of AB InBev for 31 December 2010 and 2009:



|                                         |  |                       |    |   |                       |  |     |  
|---------------------------------------- |  | --------------------- | -- | - | --------------------- |  | --- | -
|Million US dollar                        |  | 2010TotalAcquisitions |    |   | 2009TotalAcquisitions | 
|Non-current assets                       |  |                       |    |   |                       |  |     |  
|Property, plant and equipment            |  |                       | 1  |   |                       |  | 15  |  
|Intangible assets                        |  |                       | 15 |   |                       |  | 13  |  
|Investment in associates                 |  |                       |   |   |                       |  | (12 | )
|                                         |  |                      
|Current assets                           |  |                       |    |   |                       |  |     |  
|Inventories                              |  |                       | 2  |   |                       |  | 4   |  
|Trade and other receivables              |  |                       | 2  |   |                       |  | 4   |  
|Cash and cash equivalents                |  |                       |   |   |                       |  | 6   |  
|                                         |  |                      
|Non-current liabilities                  |  |                       |    |   |                       |  |     |  
|Interest-bearing loans and borrowings    |  |                       |   |   |                       |  | (2  | )
|Employee benefits                        |  |                       |   |   |                       |  | (1  | )
|Provisions                               |  |                       |   |   |                       |  | (1  | )
|Deferred tax liabilities                 |  |                       |   |   |                       |  | (1  | )
|                                         |  |                      
|Current liabilities                      |  |                       |    |   |                       |  |     |  
|Income tax payable                       |  |                       |   |   |                       |  | (2  | )
|Trade and other payables                 |  |                       | (1 | ) |                       |  | (5  | )
|                                         |  |                       |    |   |                       |  |     |  
|Net identifiable assets and liabilities  |  |                       | 19 |   |                       |  | 18  |  
|                                         |  |                      
|Goodwill on acquisition                  |  |                       |   |   |                       |  | 17  |  
|Net cash paid on prior year acquisitions |  |                       | 18 |   |                       |  | 579 |  
|                                         |  |                       |    |   |                       |  |     |  
|Consideration paid satisfied in cash     |  |                       | 37 |   |                       |  | 614 |  
|                                         |  |                      
|Cash acquired                            |  |                       |   |   |                       |  | (6  | )
|                                         |  |                       |    |   |                       |  |     |  
|Net cash outflow                         |  |                       | 37 |   |                       |  | 608 |  

2010
ACQUISITIONS

On 29 October 2010, the company acquired a local distributor in the US for a total cash consideration of 19m US
dollar. Costs directly attributable to the acquisition were less than 1m US dollar. As the purchase price was fully allocated to the respective asset categories, no goodwill was recognized.

Net cash paid on prior year acquisitions of 18m US dollar mainly reflects the settlement of outstanding consideration payable to former Anheuser-Busch shareholders who had not yet claimed the proceeds as
of 31 December 2009, as well as the settlement of transaction costs.

2009 ACQUISITIONS

In March 2009, the company acquired Corporación Boliviana de Bebidas for a total cash consideration of 27m US dollar. Costs directly attributable
to the acquisition were less than 1m US dollar. Goodwill recognized on this transaction amounted to 9m US dollar.

The company also
acquired local distributors. As these distributors are immediately integrated in the AB InBev operations, no separate reporting is maintained on their contributions to the AB InBev profit. Goodwill recognized on these transactions amounted to 8m US
dollar.

Net cash paid on prior year acquisitions of 579m US dollar mainly reflected the settlement of outstanding consideration payable to
former Anheuser-Busch shareholders who had not yet claimed the proceeds as of 31 December 2008, as well as the settlement of transaction costs related to the Anheuser-Busch acquisition.



F-28



---

##### Table of Contents

DISPOSALS

The table below summarizes the impact of disposals on the Statement of financial position of AB InBev for 31 December 2010 and 2009:



|                                            |  |                    |     |   |                     |  |        |                        |  |  |                   |   |  |                    |        |   |                    |  |     |   |  |  |        |  
|------------------------------------------- |  | ------------------ | --- | - | ------------------- |  | ------ | ---------------------- |  |  | ----------------- | - |  | ------------------ | ------ | - | ------------------ |  | --- | - |  |  | ------ | -
|Million US dollar                           |  | 2010Totaldisposals |     |   | 2009OrientalBrewery |  |        | 2009BuschEntertainment |  |  | 2009CentralEurope |   |  | 2009Otherdisposals |        |   | 2009Totaldisposals | 
|                                            |  |                    |     |   |                    
|Non-current assets                          |  |                    |     |   |                     |  |        |                        |  |  |                   |   |  |                    |        |   |                    |  |     |   |  |  |        |  
|Property, plant and equipment               |  |                    | (68 | ) |                     |  |       |                        |  |  | (1 889            | ) |  |                    | (595   | ) |                    |  |    |   |  |  | (2 484 | )
|Goodwill                                    |  |                    |    |   |                     |  |       |                        |  |  |                  |   |  |                    | (166   | ) |                    |  |    |   |  |  | (166   | )
|Intangible assets                           |  |                    |    |   |                     |  |       |                        |  |  | (470              | ) |  |                    | (39    | ) |                    |  | (1  | ) |  |  | (510   | )
|Investment securities                       |  |                    | 71  |   |                     |  |       |                        |  |  |                  |   |  |                    | (1     | ) |                    |  |    |   |  |  | (1     | )
|Deferred tax assets                         |  |                    |    |   |                     |  |       |                        |  |  |                  |   |  |                    | (5     | ) |                    |  |    |   |  |  | (5     | )
|Trade and other receivables                 |  |                    | (1  | ) |                     |  |       |                        |  |  | (3                | ) |  |                    | (15    | ) |                    |  | (1  | ) |  |  | (19    | )
|                                            |  |                    |     |   |                     | 
|Current assets                              |  |                    |     |   |                     |  |        |                        |  |  |                   |   |  |                    |        |   |                    |  |     |   |  |  |        |  
|Income tax receivable                       |  |                    |    |   |                     |  |       |                        |  |  |                  |   |  |                    | (3     | ) |                    |  |    |   |  |  | (3     | )
|Inventories                                 |  |                    | (14 | ) |                     |  |       |                        |  |  | (33               | ) |  |                    | (75    | ) |                    |  | (1  | ) |  |  | (109   | )
|Trade and other receivables                 |  |                    | (10 | ) |                     |  |       |                        |  |  | (82               | ) |  |                    | (138   | ) |                    |  | 3   |   |  |  | (217   | )
|Cash and cash equivalents                   |  |                    | (7  | ) |                     |  | (75    | )                      |  |  |                  |   |  |                    | (334   | ) |                    |  | (7  | ) |  |  | (416   | )
|Assets held for sale                        |  |                    |    |   |                     |  | (1 396 | )                      |  |  |                  |   |  |                    |       |   |                    |  | (58 | ) |  |  | (1 454 | )
|                                            |  |                    |     |   |                     | 
|Non-current liabilities                     |  |                    |     |   |                     |  |        |                        |  |  |                   |   |  |                    |        |   |                    |  |     |   |  |  |        |  
|Interest-bearing loans and borrowings       |  |                    |    |   |                     |  |       |                        |  |  |                  |   |  |                    | 1      |   |                    |  |    |   |  |  | 1      |  
|Trade and other payables                    |  |                    |    |   |                     |  |       |                        |  |  |                  |   |  |                    | 5      |   |                    |  |    |   |  |  | 5      |  
|Provisions                                  |  |                    |    |   |                     |  |       |                        |  |  |                  |   |  |                    | 4      |   |                    |  |    |   |  |  | 4      |  
|Deferred tax liabilities                    |  |                    |    |   |                     |  |       |                        |  |  |                  |   |  |                    | 8      |   |                    |  |    |   |  |  | 8      |  
|                                            |  |                    |     |   |                     | 
|Current liabilities                         |  |                    |     |   |                     |  |        |                        |  |  |                   |   |  |                    |        |   |                    |  |     |   |  |  |        |  
|Bank overdrafts                             |  |                    |    |   |                     |  | 43     |                        |  |  |                  |   |  |                    | 13     |   |                    |  |    |   |  |  | 56     |  
|Interest-bearing loans and borrowings       |  |                    | 4   |   |                     |  |       |                        |  |  |                  |   |  |                    |       |   |                    |  | 4   |   |  |  | 4      |  
|Income tax payable                          |  |                    |    |   |                     |  |       |                        |  |  |                  |   |  |                    | 21     |   |                    |  |    |   |  |  | 21     |  
|Trade and other payables                    |  |                    | (2  | ) |                     |  |       |                        |  |  | 195               |   |  |                    | 190    |   |                    |  | 1   |   |  |  | 386    |  
|Provisions                                  |  |                    |    |   |                     |  |       |                        |  |  |                  |   |  |                    | 5      |   |                    |  |    |   |  |  | 5      |  
|Liabilities held for sale                   |  |                    |    |   |                     |  | 159    |                        |  |  |                  |   |  |                    |       |   |                    |  | 60  |   |  |  | 219    |  
|                                            |  |                    |     |   |                     |  |        |                        |  |  |                   |   |  |                    |        |   |                    |  |     |   |  |  |        |  
|Net identifiable assets and liabilities     |  |                    | (27 | ) |                     |  | (1 269 | )                      |  |  | (2 282            | ) |  |                    | (1 124 | ) |                    |  |    |   |  |  | (4 675 | )
|                                            |  |                    |     |   |                     | 
|Loss/(gain) on disposal                     |  |                    | 31  |   |                     |  | (428   | )                      |  |  |                  |   |  |                    | (1 088 | ) |                    |  | (1  | ) |  |  | (1 517 | )
|Net cash received from last years disposal |  |                    | (20 | ) |                     |  |       |                        |  |  |                  |   |  |                    |       |   |                    |  |    |   |  |  |       |  
|                                            |  |                    |     |   |                     |  |        |                        |  |  |                   |   |  |                    |        |   |                    |  |     |   |  |  |        |  
|Consideration received, satisfied in cash   |  |                    | (16 | ) |                     |  | (1 697 | )                      |  |  | (2 282            | ) |  |                    | (2 212 | ) |                    |  | (1  | ) |  |  | (6 192 | )
|                                            |  |                    |     |   |                     | 
|Cash disposed of                            |  |                    | 7   |   |                     |  | 32     |                        |  |  |                  |   |  |                    | 322    |   |                    |  | 7   |   |  |  | 361    |  
|Cash to be received                         |  |                    |    |   |                     |  | 225    |                        |  |  |                  |   |  |                    | 374    |   |                    |  |    |   |  |  | 599    |  
|                                            |  |                    |     |   |                     |  |        |                        |  |  |                   |   |  |                    |        |   |                    |  |     |   |  |  |        |  
|Net cash inflow                             |  |                    | (9  | ) |                     |  | (1 440 | )                      |  |  | (2 282            | ) |  |                    | (1 516 | ) |                    |  | 6   |   |  |  | (5 232 | )

2010
DISPOSALS

On 20 October 2010, AmBev and Cerveceria Regional S.A. closed a transaction pursuant to which they combined their
business in Venezuela, with Regional owning a 85% interest and AmBev owning the remaining 15% in the new company, which may be increased to 20% over the next four years. The measurement at fair value of the retained interest, as prescribed by
Amended IAS 27 Consolidated and separate financial statements, led to the recognition of an impairment loss of (31)m US dollar.

During
2010, AB InBev collected the deferred consideration related to the disposal of Oriental Brewery. The deferred consideration with a notional amount of 300m US dollar had been reported for a fair value amount of 225m US dollar by year end 2009. The
deferred consideration was sold to a third party for a gross proceed of 275m US dollar excluding interest accrued since inception and resulted in an exceptional gain of 50m US dollar  see Note 8 Exceptional items. The cash receipt was
partially offset by corporate taxes paid on the disposal of Busch Entertainment and other subsidiaries (255m US dollar).

2009 DISPOSALS

On 24 July 2009, AB InBev announced that it completed the sale of Oriental Brewery to Kohlberg Kravis Roberts & Co. L.P. for 1.8 billion US
dollar of which 1.5 billion US dollar was cash and 0.3 billion US dollar was received as an unsecured deferred payment. As a result of the sale, AB InBev recorded a capital gain of approximately 428m US dollar.

On 1 December 2009, AB InBev completed the sale of its indirect wholly owned subsidiary of Busch Entertainment Corporation, to an entity established
by Blackstone Capital Partners V L.P. for up to 2.7 billion US dollar. The purchase price was comprised of a cash payment of 2.3 billion US dollar and a right to participate in Blackstone Capital Partners return on initial investment, which is
capped at 400m US dollar. There was no capital gain recorded on this transaction as the selling price equaled the net carrying value at the date of disposal.

On 2 December 2009, the company completed the sale of the Central European operations to CVC Capital Partners for an enterprise value of 2.2 billion US dollar, of which 1.6 billion US dollar was
cash, 448m US dollar was received as a unsecured deferred payment obligation with a six-year maturity and 165m US dollar represents the value to non-controlling interest. The company also received additional rights to a future payments estimated up
to 800m US dollar contingent on CVCs return on initial investments. As a result of the sale, AB InBev recorded a capital gain of approximately 1.1 billion US dollar.



F-29



---

##### Table of Contents

Other 2009 Disposals

The sale of the companys integrated distribution network in France (CafeIn) during 2008 was closed by February 2009. The impact of the selling price is reflected in the changes in assets and
liabilities above. There was no capital gain recorded on this transaction as the selling price equaled the net carrying value at date of disposal.

The company also disposed of local distributors during the year. Such disposals were not material individually or in the aggregate. The impact on assets and liabilities of these disposals are reflected in
the above table.

7. OTHER OPERATING INCOME/(EXPENSES)



|                                                                                                  |  |      |     |   |      |  |     |      |  |  |     | 
|------------------------------------------------------------------------------------------------- |  | ---- | --- | - | ---- |  | --- | ---- |  |  | --- | 
|Million US dollar                                                                                 |  | 2010 |     |   | 2009 |  |     | 2008 | 
|Government grants                                                                                 |  |      | 243 |   |      |  | 155 |      |  |  | 142 | 
|License income                                                                                    |  |      | 96  |   |      |  | 84  |      |  |  | 40  | 
|Net (additions to)/reversals of provisions                                                        |  |      | (4  | ) |      |  | 159 |      |  |  |    | 
|Net gain on disposal of property, plant and equipment, intangible assets and assets held for sale |  |      | 119 |   |      |  | 123 |      |  |  | 87  | 
|Net rental and other operating income                                                             |  |      | 150 |   |      |  | 140 |      |  |  | 171 | 
|                                                                                                  |  |      |     |   |      |  |     |      |  |  |     | 
|                                                                                                  |  |      | 604 |   |      |  | 661 |      |  |  | 440 | 
|                                                                                                  |  |      |    
|Research expenses as incurred                                                                     |  |      | 184 |   |      |  | 159 |      |  |  | 75  | 

The government grants relate
primarily to fiscal incentives given by certain Brazilian states based on the companys operations and investments in those states.

The
net (additions to)/reversals of provisions in 2009 contained a curtailment gain of 164m US dollar, following the amendment of post-retirement healthcare in the US.

In 2010, the company expensed 184m US dollar in research, compared to 159m US dollar in 2009 and 75m US dollar in 2008. Part of this was expensed in the area of market research, but the majority is
related to innovation in the areas of process optimization especially as it pertains to capacity, new product developments and packaging initiatives.

8. EXCEPTIONAL ITEMS

IAS 1 Presentation of financial
statements requires material items of income and expense to be disclosed separately. Exceptional items are items, which in managements judgment, need to be disclosed by virtue of their size or incidence in order for the user to obtain a
proper understanding of the financial information. The company considers these items to be of significance in nature, and accordingly, management has excluded these from their segment measure of performance as noted in Note 5 Segment
Reporting.

The exceptional items included in the income statement are as follows:



|                                                          |  |      |      |   |      |  |       |      |  |  |      |  
|--------------------------------------------------------- |  | ---- | ---- | - | ---- |  | ----- | ---- |  |  | ---- | -
|Million US dollar                                         |  | 2010 |      |   | 2009 |  |       | 2008 | 
|Restructuring (including impairment losses)               |  |      | (252 | ) |      |  | (153  | )    |  |  | (457 | )
|Fair value adjustments                                    |  |      |     |   |      |  | (67   | )    |  |  | (43  | )
|Business and asset disposal (including impairment losses) |  |      | (16  | ) |      |  | 1 541 |      |  |  | (38  | )
|Disputes                                                  |  |      |     |   |      |  |      |      |  |  | (20  | )
|                                                          |  |      |      |   |      |  |       |      |  |  |      |  
|Impact on profit from operations                          |  |      | (268 | ) |      |  | 1 321 |      |  |  | (558 | )

The 2010 exceptional restructuring
charges total (252)m US dollar. These charges are primarily related to the Anheuser-Busch integration in North America, organizational alignments and outsourcing activities in Western Europe in order to eliminate overlap or duplicated processes and
activities across functions and zones, and the closure of the Hamilton Brewery in Canada. These one time expenses as a result of the series of decisions provide us with a lower cost base besides a stronger focus on AB InBevs core activities,
quicker decision-making and improvements to efficiency, service and quality.

The 2010 business and asset disposals (including impairment
losses) resulted in a net loss of (16)m US dollar mainly representing the net impact of the settlement of the deferred collection relating to the 2009 disposal of the Korean subsidiary Oriental Brewery (50m US dollar), the measurement at fair value
of the retained interest in the combination in Venezuela between AmBev and Cerveceria Regional S.A ((31)m US dollar), the disposal of non-core assets of Anheuser-Busch ((52)m US dollar, including a (65)m US dollar impairment loss) and a 17m US
dollar adjustment of accruals and provisions relating to divestitures of previous years. See also Note 6 Acquisitions and disposals of subsidiariesfor more details on business disposals.

The 2009 exceptional restructuring charges total (153)m US dollar. These charges primarily relate to the Anheuser-Busch integration in North America and
Asia Pacific and organizational alignments and outsourcing activities in the Global headquarters and Western Europe.

IFRS fair value
adjustments, recognized in 2009 for a total of (67)m US dollar, relate to the exceptional employee benefit expenses in accordance with IFRS 2, following the change in vesting conditions on certain share-based payment plans.

The 2009 business and asset disposals resulted in a exceptional income of 1 541m US dollar mainly representing the sale of assets of InBev USA LLC (also
doing business under the name Labatt USA) to an affiliate of KPS Capital Partners, L.P. (54m US dollar), the sale of the Korean subsidiary Oriental Brewery to an affiliate of Kohlberg Kravis Roberts & Co. L.P. (428m US dollar) and the sale
of the Central European operations to CVC Capital Partners (1 088m US dollar), next to other costs linked to divestitures.

The company also
incurred exceptional net finance costs totaling (925)m US dollar for the year ended 31 December 2010 ((629)m US dollar for the year ended 31 December 2009). See Note 11 Finance cost and income.



F-30



---

##### Table of Contents

The 2008 exceptional restructuring charges include 182m US dollar costs which mainly result of
organizational alignments and outsourcing of activities in Western Europe, the global headquarters and Asia Pacific, next to a 195m US dollar provision in relation to the integration of Anheuser-Busch. The 2008 restructuring charges also include an
impairment loss of 80m US dollar related to the restructuring of AB InBevs integrated distribution network (CafeIn) in France.

IFRS fair value adjustments, recognized in 2008 for a total of (43)m US dollar, related to the exceptional impact of revaluing the inventories of Anheuser-Busch in line with IFRS.

Business and asset disposals in 2008 resulted in a net loss of 38m US dollar and was partly related to losses recognized in connection with the above
mentioned reorganization in France (10m US dollar). Next to that, additional losses related to business and asset disposals of previous years were booked in 2008.

Profit from operations as at 31 December 2008 was negatively affected by provisions for disputes of 20m US dollar.

All the above amounts are before income taxes. The 2010, 2009 and 2008 exceptional items decreased income taxes by 153m US dollar, 29m US dollar and 143m US dollar, respectively.

Non-controlling interests on the exceptional items amount to 26m US dollar in 2010 versus (35)m US dollar in 2009 and 9m US dollar in 2008.

9. PAYROLL AND RELATED BENEFITS



|                                            |  |      |         |   |      |  |         |       |  |  |         |  
|------------------------------------------- |  | ---- | ------- | - | ---- |  | ------- | ----- |  |  | ------- | -
|Million US dollar                           |  | 2010 |         |   | 2009 |  |         | 20081 | 
|Wages and salaries                          |  |      | (2 912  | ) |      |  | (3 835  | )     |  |  | (2 445  | )
|Social security contributions               |  |      | (512    | ) |      |  | (587    | )     |  |  | (480    | )
|Other personnel cost                        |  |      | (741    | ) |      |  | (805    | )     |  |  | (390    | )
|Pension expense for defined benefit plans   |  |      | (217    | ) |      |  | 1       |       |  |  | (119    | )
|Share-based payment expense                 |  |      | (156    | ) |      |  | (208    | )     |  |  | (62     | )
|Contributions to defined contribution plans |  |      | (44     | ) |      |  | (43     | )     |  |  | (17     | )
|                                            |  |      |         |   |      |  |         |       |  |  |         |  
|                                            |  |      | (4 582  | ) |      |  | (5 477  | )     |  |  | (3 513  | )
|                                            |  |      |        
|Number of full time equivalents (FTE)       |  |      | 114 313 |   |      |  | 116 489 |       |  |  | 136 599 |  

The number of full time equivalents
can be split as follows:



|                                     |  |      |         |  |      |  |         |      |  |  |         | 
|------------------------------------ |  | ---- | ------- |  | ---- |  | ------- | ---- |  |  | ------- | 
|                                     |  | 2010 |         |  | 2009 |  |         | 2008 | 
|AB InBev NV (parent company)         |  |      | 272     |  |      |  | 261     |      |  |  | 346     | 
|Other subsidiaries                   |  |      | 112 020 |  |      |  | 114 260 |      |  |  | 134 416 | 
|Proportionally consolidated entities |  |      | 2 021   |  |      |  | 1 968   |      |  |  | 1 837   | 
|                                     |  |      |         |  |      |  |         |      |  |  |         | 
|                                     |  |      | 114 313 |  |      |  | 116 489 |      |  |  | 136 599 | 

Note 5 Segment
reporting contains the split of the FTE by geographical segment.

10. ADDITIONAL INFORMATION ON OPERATING
EXPENSES BY NATURE

Depreciation, amortization and impairment charges are included in the following line items of the 2010 income
statement:



|                             |  |                                                           |       |  |                                                |  |     |                       |  |  |   | 
|---------------------------- |  | --------------------------------------------------------- | ----- |  | ---------------------------------------------- |  | --- | --------------------- |  |  | - | 
|Million US dollar            |  | Depreciation andimpairment ofproperty, plantand equipment |       |  | Amortization andimpairment ofintangible assets |  |     | Impairmentof goodwill | 
|Cost of sales                |  |                                                           | 1 943 |  |                                                |  | 11  |                       |  |  |  | 
|Distribution expenses        |  |                                                           | 126   |  |                                                |  | 1   |                       |  |  |  | 
|Sales and marketing expenses |  |                                                           | 261   |  |                                                |  | 76  |                       |  |  |  | 
|Administrative expenses      |  |                                                           | 122   |  |                                                |  | 160 |                       |  |  |  | 
|Other operating expenses     |  |                                                           | 3     |  |                                                |  | 2   |                       |  |  |  | 
|Exceptional items            |  |                                                           | 83    |  |                                                |  |    |                       |  |  |  | 
|                             |  |                                                           |       |  |                                                |  |     |                       |  |  |   | 
|                             |  |                                                           | 2 538 |  |                                                |  | 250 |                       |  |  |  | 



|1 | Reclassified to conform to the 2009 presentation.
|- | -------------------------------------------------



F-31



---

##### Table of Contents

Depreciation, amortization and impairment charges were included in the following line items of the 2009
income statement:



|                             |  |                                                           |       |  |                                                |  |     |                       |  |  |   | 
|---------------------------- |  | --------------------------------------------------------- | ----- |  | ---------------------------------------------- |  | --- | --------------------- |  |  | - | 
|Million US dollar            |  | Depreciation andimpairment ofproperty, plantand equipment |       |  | Amortization andimpairment ofintangible assets |  |     | Impairmentof goodwill | 
|Cost of sales                |  |                                                           | 1 996 |  |                                                |  | 16  |                       |  |  |  | 
|Distribution expenses        |  |                                                           | 111   |  |                                                |  |    |                       |  |  |  | 
|Sales and marketing expenses |  |                                                           | 256   |  |                                                |  | 63  |                       |  |  |  | 
|Administrative expenses      |  |                                                           | 145   |  |                                                |  | 187 |                       |  |  |  | 
|Other operating expenses     |  |                                                           | 15    |  |                                                |  |    |                       |  |  |  | 
|Exceptional items            |  |                                                           | 23    |  |                                                |  | 6   |                       |  |  |  | 
|                             |  |                                                           |       |  |                                                |  |     |                       |  |  |   | 
|                             |  |                                                           | 2 546 |  |                                                |  | 272 |                       |  |  |  | 

Depreciation, amortization and
impairment charges were included in the following line items of the 2008 income statement:



|                             |  |                                                           |       |   |                                                |  |     |                       |  |  |   | 
|---------------------------- |  | --------------------------------------------------------- | ----- | - | ---------------------------------------------- |  | --- | --------------------- |  |  | - | 
|Million US dollar            |  | Depreciation andimpairment ofproperty, plantand equipment |       |   | Amortization andimpairment ofintangible assets |  |     | Impairmentof goodwill | 
|Cost of sales                |  |                                                           | 1 221 |   |                                                |  | 3   |                       |  |  |  | 
|Distribution expenses        |  |                                                           | 124   |   |                                                |  |    |                       |  |  |  | 
|Sales and marketing expenses |  |                                                           | 288   |   |                                                |  | 67  |                       |  |  |  | 
|Administrative expenses      |  |                                                           | 114   |   |                                                |  | 89  |                       |  |  |  | 
|Other operating expenses     |  |                                                           |      |   |                                                |  |    |                       |  |  | 7 | 
|Exceptional items            |  |                                                           | (1    | ) |                                                |  |    |                       |  |  |  | 
|                             |  |                                                           |       |   |                                                |  |     |                       |  |  |   | 
|                             |  |                                                           | 1 746 |   |                                                |  | 159 |                       |  |  | 7 | 

The depreciation, amortization
and impairment of property, plant and equipment includes a full-cost reallocation of (1)m US dollar in 2010 , 7m US dollar in 2009 and (7)m US dollar in 2008 from the aggregate depreciation, amortization and impairment expense to cost of goods sold.

11. FINANCE COST AND INCOME

RECOGNIZED IN PROFIT OR LOSS

FINANCE COSTS



|                                                                                           |  |      |        |   |       |  |        |       |  |  |        |  
|------------------------------------------------------------------------------------------ |  | ---- | ------ | - | ----- |  | ------ | ----- |  |  | ------ | -
|Million US dollar                                                                          |  | 2010 |        |   | 20091 |  |        | 20081 | 
|Interest expense                                                                           |  |      | (3 065 | ) |       |  | (3 522 | )     |  |  | (1 317 | )
|Capitalization of borrowing costs                                                          |  |      | 35     |   |       |  | 4      |       |  |  |       |  
|Accretion expense                                                                          |  |      | (159   | ) |       |  | (381   | )     |  |  | (127   | )
|Net foreign exchange losses (net of the effect of foreign exchange derivative instruments) |  |      |       |   |       |  |       |       |  |  | (96    | )
|Net losses on hedging instruments that are not part of a hedge accounting relationship     |  |      |       |   |       |  | (46    | )     |  |  |       |  
|Net losses from hedge ineffectiveness                                                      |  |      |       |   |       |  | (46    | )     |  |  | (30    | )
|Tax on financial transactions                                                              |  |      | (30    | ) |       |  | (25    | )     |  |  | (39    | )
|Other financial costs, including bank fees                                                 |  |      | (117   | ) |       |  | (121   | )     |  |  | (56    | )
|                                                                                           |  |      |        |   |       |  |        |       |  |  |        |  
|                                                                                           |  |      | (3 336 | ) |       |  | (4 137 | )     |  |  | (1 665 | )
|Exceptional finance costs                                                                  |  |      | (925   | ) |       |  | (629   | )     |  |  | (187   | )
|                                                                                           |  |      |        |   |       |  |        |       |  |  |        |  
|                                                                                           |  |      | (4 261 | ) |       |  | (4 766 | )     |  |  | (1 852 | )

2010 finance costs, excluding
exceptional items, decreased by 801m US dollar from prior year driven by lower interest charges as a result of reduced net debt levels and lower accretion expenses as bank borrowings are being reduced as a percentage of total debt following the
refinancing and repayment of the 2008 and 2010 senior facilities - see Note 24 Interest-bearing loans and borrowings.

During 2009 and
2010, AB InBev repaid and refinanced the debt incurred under the 2008 senior facilities arising from the acquisition of Anheuser-Busch (see Note 24 Interest-bearing loans and borrowings). Consequently, interest and accretion expense decreased
by 457m US dollar and 222m US dollar respectively, compared to 2009.

As a result of the repayments and refinancing in 2010, AB InBev incurred
hedging losses of 733m US dollar (474m US dollar in 2009) on interest rate swaps that became ineffective and incremental accretion expense of 192m US dollar (145m US dollar in 2009). These amounts have been recorded as exceptional finance cost. See
also Note 8 Exceptional items.

Borrowing costs capitalized relate to the capitalization of interest expenses directly attributable to
the acquisition and construction of qualifying assets mainly in Brazil. Interests are capitalized at a borrowing rate ranging between 6% and 12.5%.

2009 finance cost increased by 2 914m US dollar from 2008 due to the acquisition of Anheuser-Bush in November 2008. As a result of this acquisition, AB InBev incurred additional interest expense of 2 205m
US dollar and higher accretion expenses of 254m US dollar relating to existing loans of Anheuser-Bush and the financing of the acquisition (see also Note 24 Interest-bearing loans and borrowings).



|1 | Reclassified to conform to the 2010 presentation.
|- | -------------------------------------------------



F-32



---

##### Table of Contents

In connection with the combination with Anheuser-Busch, the company recognized exceptional financial costs
of 187m US dollar in 2008. These costs comprised 119m US dollar relating to the commitment fees for the syndicated senior loan and equity bridge facilities and the underwriting and arrangement fees for the equity bridge facility. In addition, a 68m
US dollar loss was recognized for ineffectiveness of the hedging on the Anheuser-Busch financing prior to the closing of the acquisition.

Interest expense recognized on unhedged and hedged financial liabilities and the net interest expense from the related hedging derivative instruments can
be summarized per type of hedging relationship as follows:



|                                                                                  |  |      |        |   |      |  |        |      |  |  |        |  
|--------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|Million US dollar                                                                 |  | 2010 |        |   | 2009 |  |        | 2008 | 
|Financial liabilities measured at amortized cost  not hedged                     |  |      | (1 992 | ) |      |  | (1 780 | )    |  |  | (794   | )
|Fair value hedges  hedged items                                                  |  |      | (236   | ) |      |  | (216   | )    |  |  | (121   | )
|Fair value hedges  hedging instruments                                           |  |      | (26    | ) |      |  | (36    | )    |  |  | (141   | )
|Cash flow hedges  hedged items                                                   |  |      | (215   | ) |      |  | (577   | )    |  |  | (155   | )
|Cash flow hedges  hedging instruments (reclassified from equity)                 |  |      | (501   | ) |      |  | (580   | )    |  |  | 53     |  
|Net investment hedges  hedging instruments (interest component)                  |  |      | (77    | ) |      |  | (54    | )    |  |  | (44    | )
|Economic hedges  hedged items not part of a hedge accounting relationship        |  |      | (25    | ) |      |  |       |      |  |  | (102   | )
|Economic hedges  hedging instruments not part of a hedge accounting relationship |  |      | 7      |   |      |  | (279   | )    |  |  | (13    | )
|                                                                                  |  |      |        |   |      |  |        |      |  |  |        |  
|                                                                                  |  |      | (3 065 | ) |      |  | (3 522 | )    |  |  | (1 317 | )

Hedging instruments not part of a
hedge accounting relationship are mainly related to the pre-hedge of dollar issuance of bonds related to the Anheuser-Busch acquisition and hedging instruments that ceased to qualify for a hedge accounting relationship given the repayment of certain
underlying hedged facilities - see Note 24 Interest-bearing loans and borrowings.

For further information on instruments hedging AB
InBevs interest rate risk see Note 29 Risks arising from financial instruments.

FINANCE INCOME



|                                                                                          |  |      |     |  |       |  |     |       |  |  |     | 
|----------------------------------------------------------------------------------------- |  | ---- | --- |  | ----- |  | --- | ----- |  |  | --- | 
|Million US dollar                                                                         |  | 2010 |     |  | 20091 |  |     | 20081 | 
|Interest income                                                                           |  |      | 316 |  |       |  | 151 |       |  |  | 124 | 
|Dividend income, non-consolidated companies                                               |  |      | 5   |  |       |  | 1   |       |  |  | 1   | 
|Net foreign exchange gains (net of the effect of foreign exchange derivative instruments) |  |      | 113 |  |       |  | 160 |       |  |  |    | 
|Net gains on hedging instruments that are not part of a hedge accounting relationship     |  |      | 21  |  |       |  |    |       |  |  | 90  | 
|Net gains from hedge ineffectiveness                                                      |  |      | 40  |  |       |  |    |       |  |  |    | 
|Other financial income                                                                    |  |      | 30  |  |       |  | 35  |       |  |  | 37  | 
|                                                                                          |  |      |     |  |       |  |     |       |  |  |     | 
|                                                                                          |  |      | 525 |  |       |  | 347 |       |  |  | 252 | 

The 2010 increase in interest
income is explained by higher cash and cash equivalent positions and investments in Brazilian real denominated government debt securities in AmBev Brazil and in the holding companies.

The 2009 increase in interest income is explained by higher cash and cash equivalent positions in AmBev Brazil and in the holding companies.

In 2010, net foreign exchange gains of 113m US dollar are mainly comprised of euro/US dollar currency fluctuations on intra-group transactions. Net foreign exchange gains of 160m US dollar in 2009 are
related to hedging activities on bond proceeds that were issued during the same year and unrealized foreign exchange gains on monetary items.

No interest income was recognized on impaired financial assets.

The interest income stems from the following financial assets:



|                                            |  |      |     |  |      |  |     |      |  |  |     | 
|------------------------------------------- |  | ---- | --- |  | ---- |  | --- | ---- |  |  | --- | 
|Million US dollar                           |  | 2010 |     |  | 2009 |  |     | 2008 | 
|Cash and cash equivalents                   |  |      | 165 |  |      |  | 101 |      |  |  | 73  | 
|Investment debt securities held for trading |  |      | 118 |  |      |  | 22  |      |  |  | 23  | 
|Loans to customers                          |  |      | 6   |  |      |  | 11  |      |  |  | 13  | 
|Other loans and receivables                 |  |      | 27  |  |      |  | 17  |      |  |  | 15  | 
|                                            |  |      |     |  |      |  |     |      |  |  |     | 
|                                            |  |      | 316 |  |      |  | 151 |      |  |  | 124 | 

The split between results from
foreign currency hedged items and results on the related hedging instruments can be summarized per type of hedging relationship as follows:



|                                                                                  |  |      |      |   |      |  |      |      |  |  |      |  
|--------------------------------------------------------------------------------- |  | ---- | ---- | - | ---- |  | ---- | ---- |  |  | ---- | -
|Million US dollar                                                                 |  | 2010 |      |   | 2009 |  |      | 2008 | 
|Fair value hedges  hedged items                                                  |  |      | 40   |   |      |  | 358  |      |  |  | (370 | )
|Fair value hedges  hedging instruments                                           |  |      | (40  | ) |      |  | (358 | )    |  |  | 370  |  
|Cash flow hedges  hedged items                                                   |  |      |     |   |      |  | (78  | )    |  |  | 16   |  
|Cash flow hedges  hedging instruments (reclassified from equity)                 |  |      | (2   | ) |      |  | 78   |      |  |  | (16  | )
|Economic hedges  hedged items not part of a hedge accounting relationship        |  |      | (102 | ) |      |  |     |      |  |  | (6   | )
|Economic hedges  hedging instruments not part of a hedge accounting relationship |  |      | 111  |   |      |  |     |      |  |  | 6    |  
|                                                                                  |  |      |      |   |      |  |      |      |  |  |      |  
|                                                                                  |  |      | 7    |   |      |  |     |      |  |  |     |  



|1 | Reclassified to conform to the 2010 presentation.
|- | -------------------------------------------------



F-33



---

##### Table of Contents

For further information on instruments hedging AB InBevs foreign exchange risk see Note 29 Risks
arising from financial instruments.

RECOGNIZED DIRECTLY IN OTHER COMPREHENSIVE INCOME



|                                                                                                      |  |      |       |   |      |  |       |      |  |  |        |  
|----------------------------------------------------------------------------------------------------- |  | ---- | ----- | - | ---- |  | ----- | ---- |  |  | ------ | -
|Million US dollar                                                                                     |  | 2010 |       |   | 2009 |  |       | 2008 | 
|Hedging reserve                                                                                       |  |      |       |   |      |  |       |      |  |  |        |  
|Effective portion of changes in fair value of cash flow hedges                                        |  |      | (120  | ) |      |  | 729   |      |  |  | (2 311 | )
|Net changes in fair value of cash flow hedges reclassified to profit or loss                          |  |      | 892   |   |      |  | 478   |      |  |  | (22    | )
|Net changes in fair value of cash flow hedges transferred to initial carrying amounts of hedged items |  |      |      |   |      |  | (37   | )    |  |  | 25     |  
|                                                                                                      |  |      |       |   |      |  |       |      |  |  |        |  
|                                                                                                      |  |      | 772   |   |      |  | 1 170 |      |  |  | (2 308 | )
|Translation reserve                                                                                   |  |      |       |   |      |  |       |      |  |  |        |  
|Effective portion of changes in fair value of net investment hedges                                   |  |      | (816  | ) |      |  | 1 776 |      |  |  | (1 761 | )
|Foreign currency translation differences for foreign operations                                       |  |      | 1 807 |   |      |  | 692   |      |  |  | (2 451 | )
|                                                                                                      |  |      |       |   |      |  |       |      |  |  |        |  
|                                                                                                      |  |      | 991   |   |      |  | 2 468 |      |  |  | (4 212 | )

The amounts recognized in the hedge
reserve, net of related tax effects are mainly related to interest rate swaps entered into in 2008 to cover for the interest rate risk of the 2008 and 2010 senior facilities, as well as certain aluminum hedges. The decrease of the translation
reserve is related mainly to the strengthening of the Brazilian real, the Mexican peso, the Canadian dollar and the Chinese yuan. For further information see also Note 29 Risks arising from financial instruments.

12. INCOME TAXES

Income taxes recognized in the income statement can be detailed as follows:



|                                                                                                                         |  |      |        |   |       |  |        |       |  |  |        |  
|------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------ | - | ----- |  | ------ | ----- |  |  | ------ | -
|Million US dollar                                                                                                        |  | 2010 |        |   | 20091 |  |        | 20081 | 
|Current tax expense                                                                                                      |  |      |        |   |       |  |        |       |  |  |        |  
|Current year                                                                                                             |  |      | (2 272 | ) |       |  | (1 436 | )     |  |  | (1 035 | )
|(Underprovided)/overprovided in prior years                                                                              |  |      | 23     |   |       |  | 17     |       |  |  | (8     | )
|                                                                                                                         |  |      |        |   |       |  |        |       |  |  |        |  
|                                                                                                                         |  |      | (2 249 | ) |       |  | (1 419 | )     |  |  | (1 043 | )
|                                                                                                                         |  |      |       
|Deferred tax (expense)/income                                                                                            |  |      |        |   |       |  |        |       |  |  |        |  
|Overprovided in previous years                                                                                           |  |      |       |   |       |  |       |       |  |  | 7      |  
|Origination and reversal of temporary differences                                                                        |  |      | 419    |   |       |  | (168   | )     |  |  | 217    |  
|Utilization of deferred tax assets on tax losses                                                                         |  |      | (106   | ) |       |  | (251   | )     |  |  | (27    | )
|Recognition of previously unrecognized tax losses                                                                        |  |      | 16     |   |       |  | 52     |       |  |  | 172    |  
|                                                                                                                         |  |      |        |   |       |  |        |       |  |  |        |  
|                                                                                                                         |  |      | 329    |   |       |  | (367   | )     |  |  | 369    |  
|                                                                                                                         |  |      |        |   |       |  |        |       |  |  |        |  
|Total income tax expense in the income statement                                                                         |  |      | (1 920 | ) |       |  | (1 786 | )     |  |  | (674   | )
|                                                                                                                        
|The reconciliation of the effective tax rate with the aggregated weighted nominal
tax rate can be summarized as follows: | 
|Million US dollar                                                                                                        |  | 2010 |        |   | 2009  |  |        | 2008  | 
|Profit before tax                                                                                                        |  |      | 7 682  |   |       |  | 7 663  |       |  |  | 3 800  |  
|Deduct share of result of associates                                                                                     |  |      | 521    |   |       |  | 513    |       |  |  | 60     |  
|                                                                                                                         |  |      |        |   |       |  |        |       |  |  |        |  
|Profit before tax and before share of result of associates                                                               |  |      | 7 161  |   |       |  | 7 150  |       |  |  | 3 740  |  
|                                                                                                                         |  |      |       
|Adjustments on taxable basis                                                                                             |  |      |        |   |       |  |        |       |  |  |        |  
|Non-deductible impairment of goodwill and intangible assets                                                              |  |      |       |   |       |  |       |       |  |  | 6      |  
|Expenses not deductible for tax purposes                                                                                 |  |      | 234    |   |       |  | 2 770  |       |  |  | 225    |  
|Taxable intercompany dividends                                                                                           |  |      | 8      |   |       |  | 9      |       |  |  | 46     |  
|Non-taxable financial and other income                                                                                   |  |      | (736   | ) |       |  | (1 332 | )     |  |  | (641   | )
|                                                                                                                         |  |      |        |   |       |  |        |       |  |  |        |  
|                                                                                                                         |  |      | 6 667  |   |       |  | 8 597  |       |  |  | 3 376  |  
|Aggregated weighted nominal tax rate                                                                                     |  |      | 34.7   | % |       |  | 31.7   | %     |  |  | 31.2   | %
|Tax at aggregated weighted nominal tax rate                                                                              |  |      | (2 313 | ) |       |  | (2 721 | )     |  |  | (1 054 | )
|                                                                                                                         |  |      |       
|Adjustments on tax expense                                                                                               |  |      |        |   |       |  |        |       |  |  |        |  
|Utilization of tax losses not previously recognized                                                                      |  |      | 32     |   |       |  |       |       |  |  | 24     |  
|Recognition of deferred tax assets on previous years tax losses                                                         |  |      | 16     |   |       |  | 104    |       |  |  | 19     |  
|Write-down of deferred tax assets on tax losses and current year losses for which no deferred tax asset is
recognized    |  |      | (73    | ) |       |  | (193   | )     |  |  | (77    | )
|(Underprovided)/overprovided in prior years                                                                              |  |      | 23     |   |       |  | 17     |       |  |  | (8     | )
|Tax savings (costs) from tax credits and special tax status1                                                             |  |      | 667    |   |       |  | 1 184  |       |  |  | 616    |  
|Change in tax rate                                                                                                       |  |      | (1     | ) |       |  | (1     | )     |  |  | (1     | )
|Withholding taxes                                                                                                        |  |      | (137   | ) |       |  | (100   | )     |  |  | (87    | )
|Other tax adjustments                                                                                                    |  |      | (134   | ) |       |  | (76    | )     |  |  | (106   | )
|                                                                                                                         |  |      |        |   |       |  |        |       |  |  |        |  
|                                                                                                                         |  |      | (1 920 | ) |       |  | (1 786 | )     |  |  | (674   | )
|                                                                                                                         |  |      |       
|Effective tax rate                                                                                                       |  |      | 26.8   | % |       |  | 25.0   | %     |  |  | 18.0   | %





|1 | Reclassified to conform to the 2010 presentation.
|- | -------------------------------------------------



F-34



---

##### Table of Contents

The total income tax expense amounts to 1 920m US dollar with an effective tax rate of 26.8% (versus 25.0%
in 2009 and 18.0% in 2008). The increase in the effective tax rate in 2010 compared to 2009 was primarily due to the effect of the non-deductibility of certain exceptional charges associated with refinancing and repayment of senior facilities (see
Note 24 Interest-bearing loans and borrowings) as well as exceptional taxable gains on disposals in low tax jurisdictions during 2009. The increase in the effective tax rate in 2009 compared to 2008 was primarily due to the acquisition of
Anheuser-Busch, which had a nominal tax rate of 40%. The company continues to benefit at the AmBev level from the impact of interest on equity payments and tax deductible goodwill from the merger between InBev Holding Brazil and AmBev in July 2005
and the acquisition of Quinsa in August 2006.

Expenses non-deductible for tax purposes in 2009 mainly related to a non-taxable intercompany
loss that for purposes of this reconciliation has no net impact on AB InBevs tax expenses as there is a compensating offset from tax savings from special tax status.

Income taxes were directly recognized in comprehensive income as follows:



|                                       |  |      |     |   |      |  |      |      |  |  |     |  
|-------------------------------------- |  | ---- | --- | - | ---- |  | ---- | ---- |  |  | --- | -
|Million US dollar                      |  | 2010 |     |   | 2009 |  |      | 2008 | 
|Income tax (losses)/gains              |  |      |     |   |      |  |      |      |  |  |     |  
|Actuarial gains and losses on pensions |  |      | 70  |   |      |  | (104 | )    |  |  | 260 |  
|Cash flow hedges                       |  |      | (21 | ) |      |  | (6   | )    |  |  | (10 | )
|Net investment hedges                  |  |      | (20 | ) |      |  | (29  | )    |  |  |    |  

13.
PROPERTY, PLANT AND EQUIPMENT



|                                           |  |                   |        |   |                    |  |        |                      |  |  |                   |   |  |       |        |   |  |  |         |  
|------------------------------------------ |  | ----------------- | ------ | - | ------------------ |  | ------ | -------------------- |  |  | ----------------- | - |  | ----- | ------ | - |  |  | ------- | -
|                                           |  | 2010              |       
|Million US dollar                          |  | Land andbuildings |        |   | Plant andequipment |  |        | Fixtures andfittings |  |  | Underconstruction |   |  | Total |       
|Acquisition cost                           |  |                   |        |   |                    |  |        |                      |  |  |                   |   |  |       |        |   |  |  |         |  
|Balance at end of previous year            |  |                   | 7 855  |   |                    |  | 17 619 |                      |  |  | 3 060             |   |  |       | 756    |   |  |  | 29 290  |  
|Effect of movements in foreign exchange    |  |                   | (43    | ) |                    |  | (190   | )                    |  |  | (46               | ) |  |       | 30     |   |  |  | (249    | )
|Effect of hyperinflation                   |  |                   | 10     |   |                    |  | 43     |                      |  |  | 3                 |   |  |       |       |   |  |  | 56      |  
|Acquisitions                               |  |                   | 14     |   |                    |  | 341    |                      |  |  | 136               |   |  |       | 1 681  |   |  |  | 2 172   |  
|Acquisitions through business combinations |  |                   |       |   |                    |  | 1      |                      |  |  |                  |   |  |       |       |   |  |  | 1       |  
|Disposals                                  |  |                   | (87    | ) |                    |  | (350   | )                    |  |  | (179              | ) |  |       | (2     | ) |  |  | (618    | )
|Disposals through the sale of subsidiaries |  |                   | (54    | ) |                    |  | (266   | )                    |  |  | (19               | ) |  |       | (1     | ) |  |  | (340    | )
|Transfer to other asset categories         |  |                   | (39    | ) |                    |  | 851    |                      |  |  | 315               |   |  |       | (1 149 | ) |  |  | (22     | )
|Other movements                            |  |                   | (1     | ) |                    |  | 6      |                      |  |  |                  |   |  |       | 1      |   |  |  | 6       |  
|                                           |  |                   |        |   |                    |  |        |                      |  |  |                   |   |  |       |        |   |  |  |         |  
|Balance at end of year                     |  |                   | 7 655  |   |                    |  | 18 055 |                      |  |  | 3 270             |   |  |       | 1 316  |   |  |  | 30 296  |  
|                                           |  |                   |        |   |                   
|Depreciation and impairment losses         |  |                   |        |   |                    |  |        |                      |  |  |                   |   |  |       |        |   |  |  |         |  
|Balance at end of previous year            |  |                   | (2 113 | ) |                    |  | (8 582 | )                    |  |  | (2 134            | ) |  |       |       |   |  |  | (12 829 | )
|Effect of movements in foreign exchange    |  |                   | 48     |   |                    |  | 185    |                      |  |  | 33                |   |  |       |       |   |  |  | 266     |  
|Effect of hyperinflation                   |  |                   | (7     | ) |                    |  | (36    | )                    |  |  | (1                | ) |  |       |       |   |  |  | (44     | )
|Disposals                                  |  |                   | 46     |   |                    |  | 273    |                      |  |  | 180               |   |  |       |       |   |  |  | 499     |  
|Disposals through the sale of subsidiaries |  |                   | 37     |   |                    |  | 228    |                      |  |  | 7                 |   |  |       |       |   |  |  | 272     |  
|Depreciation                               |  |                   | (333   | ) |                    |  | (1 662 | )                    |  |  | (360              | ) |  |       |       |   |  |  | (2 355  | )
|Impairment losses                          |  |                   | (48    | ) |                    |  | (129   | )                    |  |  | (1                | ) |  |       | (6     | ) |  |  | (184    | )
|Transfer to other asset categories         |  |                   | 83     |   |                    |  | 7      |                      |  |  | (130              | ) |  |       | 6      |   |  |  | (34     | )
|Other movements                            |  |                   | (2)    |   |                    |  | 5      |                      |  |  | 3                 |   |  |       |       |   |  |  | 6       |  
|Balance at end of year                     |  |                   | (2 289 | ) |                    |  | (9 711 | )                    |  |  | (2 403            | ) |  |       |       |   |  |  | (14 403 | )
|                                           |  |                   |        |   |                   
|Carrying amount                            |  |                   |        |   |                    |  |        |                      |  |  |                   |   |  |       |        |   |  |  |         |  
|at 31 December 2009                        |  |                   | 5 742  |   |                    |  | 9 037  |                      |  |  | 926               |   |  |       | 756    |   |  |  | 16 461  |  
|at 31 December 2010                        |  |                   | 5 366  |   |                    |  | 8 344  |                      |  |  | 867               |   |  |       | 1 316  |   |  |  | 15 893  |  



|                                           |  |                   |        |   |                    |  |        |                      |  |  |                   |   |  |       |        |   |  |  |         |  
|------------------------------------------ |  | ----------------- | ------ | - | ------------------ |  | ------ | -------------------- |  |  | ----------------- | - |  | ----- | ------ | - |  |  | ------- | -
|                                           |  | 2009              |       
|Million US dollar                          |  | Land andbuildings |        |   | Plant andequipment |  |        | Fixtures andfittings |  |  | Underconstruction |   |  | Total |       
|Acquisition cost                           |  |                   |        |   |                    |  |        |                      |  |  |                   |   |  |       |        |   |  |  |         |  
|Balance at end of previous year            |  |                   | 9 025  |   |                    |  | 17 119 |                      |  |  | 3 547             |   |  |       | 1 201  |   |  |  | 30 892  |  
|Effect of movements in foreign exchange    |  |                   | 424    |   |                    |  | 1 302  |                      |  |  | 281               |   |  |       | 62     |   |  |  | 2 069   |  
|Acquisitions                               |  |                   | 35     |   |                    |  | 379    |                      |  |  | 138               |   |  |       | 988    |   |  |  | 1 540   |  
|Acquisitions through business combinations |  |                   | 10     |   |                    |  | 4      |                      |  |  | 1                 |   |  |       |       |   |  |  | 15      |  
|Disposals                                  |  |                   | (107   | ) |                    |  | (429   | )                    |  |  | (349              | ) |  |       |       |   |  |  | (885    | )
|Disposals through the sale of subsidiaries |  |                   | (1 613 | ) |                    |  | (1 357 | )                    |  |  | (297              | ) |  |       | (119   | ) |  |  | (3 386  | )
|Transfer to other asset categories         |  |                   | 39     |   |                    |  | 358    |                      |  |  | (278              | ) |  |       | (1 382 | ) |  |  | (1 263  | )
|Other movements                            |  |                   | 42     |   |                    |  | 243    |                      |  |  | 17                |   |  |       | 6      |   |  |  | 308     |  
|                                           |  |                   |        |   |                    |  |        |                      |  |  |                   |   |  |       |        |   |  |  |         |  
|Balance at end of year                     |  |                   | 7 855  |   |                    |  | 17 619 |                      |  |  | 3 060             |   |  |       | 756    |   |  |  | 29 290  |  
|                                           |  |                   |        |   |                   
|Depreciation and impairment losses         |  |                   |        |   |                    |  |        |                      |  |  |                   |   |  |       |        |   |  |  |         |  
|Balance at end of previous year            |  |                   | (1 852 | ) |                    |  | (7 254 | )                    |  |  | (2 115            | ) |  |       |       |   |  |  | (11 221 | )
|Effect of movements in foreign exchange    |  |                   | (193   | ) |                    |  | (819   | )                    |  |  | (191              | ) |  |       |       |   |  |  | (1 203  | )
|Disposals                                  |  |                   | 56     |   |                    |  | 384    |                      |  |  | 321               |   |  |       | 23     |   |  |  | 784     |  
|Disposals through the sale of subsidiaries |  |                   | 201    |   |                    |  | 534    |                      |  |  | 167               |   |  |       |       |   |  |  | 902     |  
|Depreciation                               |  |                   | (396   | ) |                    |  | (1 657 | )                    |  |  | (358              | ) |  |       |       |   |  |  | (2 411  | )
|Impairment losses                          |  |                   |       |   |                    |  | (102   | )                    |  |  | (3                | ) |  |       | (23    | ) |  |  | (128    | )
|Transfer to other asset categories         |  |                   | 112    |   |                    |  | 530    |                      |  |  | 41                |   |  |       |       |   |  |  | 683     |  
|Other movements                            |  |                   | (41    | ) |                    |  | (198   | )                    |  |  | 4                 |   |  |       |       |   |  |  | (235    | )
|                                           |  |                   |        |   |                    |  |        |                      |  |  |                   |   |  |       |        |   |  |  |         |  
|Balance at end of year                     |  |                   | (2 113 | ) |                    |  | (8 582 | )                    |  |  | (2 134            | ) |  |       |       |   |  |  | (12 829 | )
|                                           |  |                   |        |   |                   
|Carrying amount                            |  |                   |        |   |                    |  |        |                      |  |  |                   |   |  |       |        |   |  |  |         |  
|at 31 December 2008                        |  |                   | 7 173  |   |                    |  | 9 865  |                      |  |  | 1 432             |   |  |       | 1 201  |   |  |  | 19 671  |  
|at 31 December 2009                        |  |                   | 5 742  |   |                    |  | 9 037  |                      |  |  | 926               |   |  |       | 756    |   |  |  | 16 461  |  



F-35



---

##### Table of Contents

The transfer to other asset categories mainly relates to the separate presentation in the balance
sheet of property, plant and equipment held for sale in accordance with IFRS 5 Non-current assets held for sale and discontinued operations.

During 2010 AB InBev conducted an operational review of the useful lives of certain items of property, plant and equipment in the zone Latin America North, which resulted in changes in the expected usage
of some of these assets. The effect of these changes on depreciation expense in 2010 amounted to 167m US dollar of which 139m US dollar recognized in cost of sales and 28m US dollar in sales and marketing expenses.

The carrying amount of property, plant and equipment subject to restrictions on title at 31 December 2010 and at 31 December 2009 amounts to
158m US dollar and 164m US dollar respectively.

LEASED ASSETS

The company leases land and buildings as well as equipment under a number of finance lease agreements. The carrying amount of leased land and buildings was 164m US dollar as at 31 December 2010
(2009: 98m US dollar, 2008: 125m US dollar) and leased plant and equipment was 18m US dollar as at 31 December 2010 (2009: 14m US dollar, 2008: 17m US dollar). For an overview of the operating lease agreements, please refer to Note 30
Operating leases.

14. GOODWILL



|                                           |  |      |        |   |      |  |        |  
|------------------------------------------ |  | ---- | ------ | - | ---- |  | ------ | -
|Million US dollar                          |  | 2010 |        |   | 2009 | 
|Acquisition cost                           |  |      |        |   |      |  |        |  
|Balance at end of previous year            |  |      | 52 132 |   |      |  | 50 251 |  
|Effect of movements in foreign exchange    |  |      | 386    |   |      |  | 2 988  |  
|Purchases of non-controlling interests     |  |      | (13    | ) |      |  | 145    |  
|Acquisitions through business combinations |  |      |       |   |      |  | 17     |  
|Disposals                                  |  |      |       |   |      |  | (304   | )
|Disposals through the sale of subsidiaries |  |      |       |   |      |  | (166   | )
|Transfer to other asset categories         |  |      |       |   |      |  | (799   | )
|                                           |  |      |        |   |      |  |        |  
|Balance at end of year                     |  |      | 52 505 |   |      |  | 52 132 |  
|                                           |  |     
|Impairment losses                          |  |      |        |   |      |  |        |  
|Balance at end of previous year            |  |      | (7     | ) |      |  | (7     | )
|Impairment losses                          |  |      |       |   |      |  |       |  
|                                           |  |      |        |   |      |  |        |  
|Balance at end of year                     |  |      | (7     | ) |      |  | (7     | )
|                                           |  |     
|Carrying amount                            |  |      |        |   |      |  |        |  
|at 31 December 2009                        |  |      | 52 125 |   |      |  | 52 125 |  
|at 31 December 2010                        |  |      | 52 498 |   |      |  |       |  

Goodwill increased from 52
125m US dollar per end of December 2009 to 52 498m US dollar per end of December 2010. 2010 movements represent a 386m US dollar effect of movements in foreign currency exchange rates, and a subsequent fair value adjustment of (13)m US dollar
related to a contingent consideration from the purchase of non-controlling interests in prior years.

Effective 01 January 2010, AB InBev
adopted the amendments to IAS27 Consolidated and Separate Financial Statements, whereby changes in ownership interests while maintaining control are to be recognized as equity transactions. The effects are described in Note 23 Changes in
equity and earnings per share.

The business combinations that took place in 2009 are the acquisition of several local businesses
throughout the world. These transactions resulted in recognition of goodwill of 17m US dollar.

As a result of the asset and business
disposals completed in 2009, goodwill was derecognized for a total amount of 1 269m US dollar (including disposals, disposals through the sale of subsidiaries and transfer to other assets categories), mainly represented by the sale of the Korean
subsidiary Oriental Brewery to an affiliate of Kohlberg Kravis Roberts & Co. L.P. (799m US dollar), the sale of the Central European operations to CVC Capital Partners (166m US dollar), the sale of four metal can lid manufacturing plants
from AB InBevs US metal packaging subsidiary, Metal Container Corporation, to Ball Corporation (156m US dollar) and the sale of Tennents Lager brand and associated trading assets in Scotland, Northern Ireland and the Republic of Ireland
to C&C Group plc (148m US dollar).

In 2009, changes in ownership interests while maintaining control increased goodwill by 145m US
dollar. These mainly included the buy-out of the businesses in Dominican Republic and Peru. In addition, under the exchange of share-ownership program, a number of AmBev shareholders who are part of the senior management of AB InBev exchanged AmBev
shares for AB InBev shares which increased AB InBevs economic interest percentage in AmBev. As the related subsidiaries were already fully consolidated, the purchases did not impact AB InBevs profit, but reduced non-controlling
interests and thus impacted the profit attributable to equity holders of AB InBev.



F-36



---

##### Table of Contents

The carrying amount of goodwill was allocated to the different business unit levels as follows:



|                                     |  |      |        |  |       |  |        | 
|------------------------------------ |  | ---- | ------ |  | ----- |  | ------ | 
|Million US dollar Business unit      |  | 2010 |        |  | 20091 | 
|USA                                  |  |      | 32 617 |  |       |  | 32 617 | 
|Brazil                               |  |      | 10 700 |  |       |  | 10 240 | 
|Canada                               |  |      | 2 075  |  |       |  | 1 970  | 
|China                                |  |      | 1 696  |  |       |  | 1 640  | 
|Germany/Italy/Swiss/Austria          |  |      | 1 488  |  |       |  | 1 604  | 
|Hispanic Latin America               |  |      | 1 440  |  |       |  | 1 468  | 
|Russia/Ukraine                       |  |      | 1 090  |  |       |  | 1 104  | 
|Global Export/Spain                  |  |      | 707    |  |       |  | 763    | 
|UK/Ireland                           |  |      | 585    |  |       |  | 611    | 
|Belgium/Netherlands/France/Luxemburg |  |      | 100    |  |       |  | 108    | 
|                                     |  |      |        |  |       |  |        | 
|                                     |  |      | 52 498 |  |       |  | 52 125 | 

AB InBev completed its
annual impairment test for goodwill and concluded, based on the assumptions described below, that no impairment charge was warranted. The company cannot predict whether an event that triggers impairment will occur, when it will occur or how it will
affect the asset values reported. AB InBev believes that all of its estimates are reasonable: they are consistent with the internal reporting and reflect managements best estimates. However, inherent uncertainties exist that management
may not be able to control. While a change in the estimates used could have a material impact on the calculation of the fair values and trigger an impairment charge, the company is not aware of any reasonably possible change in a key assumption used
that would cause a business units carrying amount to exceed its recoverable amount.

Goodwill impairment testing relies on a number of
critical judgments, estimates and assumptions. Goodwill, which accounted for approximately 46% of AB InBev's total assets as at 31 December 2010, is tested for impairment at the business unit level (that is, one level below the segments)
based on a fair-value-less-cost-to-sell approach using a discounted free cash flow approach based on current acquisition valuation models. The key judgments, estimates and assumptions used in the fair-value-less-cost-to-sell calculations are as
follows:



| |  |  | The first year of the model is based on management's best estimate of the free cash flow outlook for the current year;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | In the second to fourth years of the model, free cash flows are based on AB InBev's strategic plan as approved by key management. AB InBev's
strategic plan is prepared per country and is based on external sources in respect of macro-economic assumptions, industry, inflation and foreign exchange rates, past experience and identified initiatives in terms of market share, revenue, variable
and fixed cost, capital expenditure and working capital assumptions;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | For the subsequent six years of the model, data from the strategic plan is extrapolated generally using simplified assumptions such as constant volumes
and variable cost per hectoliter and fixed cost linked to inflation, as obtained from external sources;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cash flows after the first ten-year period are extrapolated generally using expected annual long-term consumer price indices, based on external
sources, in order to calculate the terminal value;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Projections are made in the functional currency of the business unit and discounted at the unit's weighted average cost of capital. The latter ranged
primarily between 6.3% and 21.6% in US dollar nominal terms for goodwill impairment testing conducted for 2010;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cost to sell is assumed to reach 2% of the entity value based on historical precedents.
| | - |  | ---------------------------------------------------------------------------------------

The above calculations are corroborated by valuation multiples, quoted share prices for publicly-traded subsidiaries or other available fair value
indicators.

Although AB InBev believes that its judgments, assumptions and estimates are appropriate, actual results may differ from
these estimates under different assumptions or conditions.



|1 | Reclassified to conform to the 2010 cash generating units.
|- | ----------------------------------------------------------





F-37



---

##### Table of Contents

15. INTANGIBLE ASSETS



|                                           |  |        |        |   |                       |  |       |          |  |  |       |   |  |       |     |   |  |  |        |  
|------------------------------------------ |  | ------ | ------ | - | --------------------- |  | ----- | -------- |  |  | ----- | - |  | ----- | --- | - |  |  | ------ | -
|                                           |  | 2010   |       
|Million US dollar                          |  | Brands |        |   | Commercialintangibles |  |       | Software |  |  | Other |   |  | Total |    
|Acquisition cost                           |  |        |        |   |                       |  |       |          |  |  |       |   |  |       |     |   |  |  |        |  
|Balance at end of previous year            |  |        | 21 655 |   |                       |  | 1 449 |          |  |  | 802   |   |  |       | 161 |   |  |  | 24 067 |  
|Effect of movements in foreign exchange    |  |        | (5     | ) |                       |  | (36   | )        |  |  | (20   | ) |  |       | 3   |   |  |  | (58    | )
|Acquisitions through business combinations |  |        |       |   |                       |  | 15    |          |  |  |      |   |  |       |    |   |  |  | 15     |  
|Acquisitions and expenditures              |  |        |       |   |                       |  | 368   |          |  |  | 50    |   |  |       | 10  |   |  |  | 428    |  
|Disposals through the sale of subsidiaries |  |        |       |   |                       |  |      |          |  |  |      |   |  |       |    |   |  |  |       |  
|Disposals                                  |  |        |       |   |                       |  | (21   | )        |  |  | (7    | ) |  |       | (1  | ) |  |  | (29    | )
|Transfer to/from other asset categories    |  |        |       |   |                       |  | 11    |          |  |  | 23    |   |  |       | (4  | ) |  |  | 30     |  
|                                           |  |        |        |   |                       |  |       |          |  |  |       |   |  |       |     |   |  |  |        |  
|Balance at end of year                     |  |        | 21 650 |   |                       |  | 1 786 |          |  |  | 848   |   |  |       | 169 |   |  |  | 24 453 |  
|                                           |  |        |        |   |                      
|Amortization and impairment losses         |  |        |        |   |                       |  |       |          |  |  |       |   |  |       |     |   |  |  |        |  
|Balance at end of previous year            |  |        |       |   |                       |  | (400  | )        |  |  | (465  | ) |  |       | (37 | ) |  |  | (902   | )
|Effect of movements in foreign exchange    |  |        |       |   |                       |  | 19    |          |  |  | 10    |   |  |       | 1   |   |  |  | 30     |  
|Amortization                               |  |        |       |   |                       |  | (101  | )        |  |  | (135  | ) |  |       | (12 | ) |  |  | (248   | )
|Disposals through the sale of subsidiaries |  |        |       |   |                       |  |      |          |  |  |      |   |  |       |    |   |  |  |       |  
|Disposals                                  |  |        |       |   |                       |  | 17    |          |  |  | 7     |   |  |       | 1   |   |  |  | 25     |  
|Impairment losses                          |  |        |       |   |                       |  |      |          |  |  | (2    | ) |  |       |    |   |  |  | (2     | )
|Transfer to/from other asset categories    |  |        |       |   |                       |  | (10   | )        |  |  | 2     |   |  |       | 11  |   |  |  | 3      |  
|                                           |  |        |        |   |                       |  |       |          |  |  |       |   |  |       |     |   |  |  |        |  
|Balance at end of year                     |  |        |       |   |                       |  | (475  | )        |  |  | (583  | ) |  |       | (36 | ) |  |  | (1 094 | )
|                                           |  |        |        |   |                      
|Carrying value                             |  |        |        |   |                       |  |       |          |  |  |       |   |  |       |     |   |  |  |        |  
|at 31 December 2009                        |  |        | 21 655 |   |                       |  | 1 049 |          |  |  | 337   |   |  |       | 124 |   |  |  | 23 165 |  
|at 31 December 2010                        |  |        | 21 650 |   |                       |  | 1 311 |          |  |  | 265   |   |  |       | 133 |   |  |  | 23 359 |  



|                                           |  |        |        |   |                       |  |       |          |  |  |       |   |  |       |     |   |  |  |        |  
|------------------------------------------ |  | ------ | ------ | - | --------------------- |  | ----- | -------- |  |  | ----- | - |  | ----- | --- | - |  |  | ------ | -
|                                           |  | 2009   |       
|Million US dollar                          |  | Brands |        |   | Commercialintangibles |  |       | Software |  |  | Other |   |  | Total |    
|Acquisition cost                           |  |        |        |   |                       |  |       |          |  |  |       |   |  |       |     |   |  |  |        |  
|Balance at end of previous year            |  |        | 22 121 |   |                       |  | 1 336 |          |  |  | 720   |   |  |       | 153 |   |  |  | 24 330 |  
|Effect of movements in foreign exchange    |  |        | (4     | ) |                       |  | 22    |          |  |  | 56    |   |  |       | 1   |   |  |  | 75     |  
|Acquisitions through business combinations |  |        | 1      |   |                       |  | 12    |          |  |  |      |   |  |       |    |   |  |  | 13     |  
|Acquisitions and expenditures              |  |        |       |   |                       |  | 105   |          |  |  | 54    |   |  |       | 9   |   |  |  | 168    |  
|Disposals through the sale of subsidiaries |  |        | (462   | ) |                       |  | (71   | )        |  |  | (34   | ) |  |       | (16 | ) |  |  | (583   | )
|Disposals                                  |  |        | (1     | ) |                       |  | (19   | )        |  |  | (14   | ) |  |       | (10 | ) |  |  | (44    | )
|Transfer to other asset categories         |  |        |       |   |                       |  | 64    |          |  |  | 20    |   |  |       | 24  |   |  |  | 108    |  
|Other movements                            |  |        |       |   |                       |  |      |          |  |  |      |   |  |       |    |   |  |  |       |  
|                                           |  |        |        |   |                       |  |       |          |  |  |       |   |  |       |     |   |  |  |        |  
|Balance at end of year                     |  |        | 21 655 |   |                       |  | 1 449 |          |  |  | 802   |   |  |       | 161 |   |  |  | 24 067 |  
|                                           |  |        |        |   |                      
|Amortization and impairment losses         |  |        |        |   |                       |  |       |          |  |  |       |   |  |       |     |   |  |  |        |  
|Balance at end of previous year            |  |        |       |   |                       |  | (360  | )        |  |  | (301  | ) |  |       | (32 | ) |  |  | (693   | )
|Effect of movements in foreign exchange    |  |        |       |   |                       |  | (7    | )        |  |  | (39   | ) |  |       | (1  | ) |  |  | (47    | )
|Amortization                               |  |        |       |   |                       |  | (96   | )        |  |  | (155  | ) |  |       | (15 | ) |  |  | (266   | )
|Disposals through the sale of subsidiaries |  |        |       |   |                       |  | 48    |          |  |  | 23    |   |  |       | 2   |   |  |  | 73     |  
|Disposals                                  |  |        |       |   |                       |  | 14    |          |  |  | 13    |   |  |       | 7   |   |  |  | 34     |  
|Impairment losses                          |  |        |       |   |                       |  |      |          |  |  | (6    | ) |  |       |    |   |  |  | (6     | )
|Transfer to other asset categories         |  |        |       |   |                       |  | 1     |          |  |  |      |   |  |       | 2   |   |  |  | 3      |  
|Other movements                            |  |        |       |   |                       |  |      |          |  |  |      |   |  |       |    |   |  |  |       |  
|                                           |  |        |        |   |                       |  |       |          |  |  |       |   |  |       |     |   |  |  |        |  
|Balance at end of year                     |  |        |       |   |                       |  | (400  | )        |  |  | (465  | ) |  |       | (37 | ) |  |  | (902   | )
|                                           |  |        |        |   |                      
|Carrying value                             |  |        |        |   |                       |  |       |          |  |  |       |   |  |       |     |   |  |  |        |  
|at 31 December 2008                        |  |        | 22 121 |   |                       |  | 976   |          |  |  | 419   |   |  |       | 121 |   |  |  | 23 637 |  
|at 31 December 2009                        |  |        | 21 655 |   |                       |  | 1 049 |          |  |  | 337   |   |  |       | 124 |   |  |  | 23 165 |  



F-38



---

##### Table of Contents

AB InBev is the owner of some of the worlds most valuable brands in the beer industry. As a result,
certain brands and distribution rights are expected to generate positive cash flows for as long as the company owns the brands and distribution rights. Given AB InBevs more than 600-year history, certain brands and their distribution
rights have been assigned indefinite lives.

Acquisitions and expenditures of commercial intangibles mainly represent supply and distribution
rights, exclusive multi-year sponsorship rights and other commercial intangibles.

Intangible assets with indefinite useful lives are
comprised primarily of brands and certain distribution rights that AB InBev purchases for its own products, and are tested for impairment during the fourth quarter of the year or whenever a triggering event has occurred. As of 31 December 2010,
the carrying amount of the intangible assets amounted to 23 359m US dollar (2009: 23 165m US dollar, 2008: 23 673m US dollar) of which 22 296m US dollar was assigned an indefinite useful life (2009: 22 265m US dollar, 2008: 22 791) and 1
063m US dollar a finite life (2009: 900m US dollar, 2008: 882m US dollar).

The carrying amount of intangible assets with indefinite useful
lives was allocated to the different countries as follows:



|                          |  |      |        |  |      |  |        | 
|------------------------- |  | ---- | ------ |  | ---- |  | ------ | 
|Million US dollar Country |  | 2010 |        |  | 2009 | 
|USA                       |  |      | 21 077 |  |      |  | 21 036 | 
|Argentina                 |  |      | 354    |  |      |  | 371    | 
|China                     |  |      | 239    |  |      |  | 231    | 
|Paraguay                  |  |      | 189    |  |      |  | 188    | 
|Bolivia                   |  |      | 169    |  |      |  | 169    | 
|UK                        |  |      | 104    |  |      |  | 109    | 
|Uruguay                   |  |      | 50     |  |      |  | 51     | 
|Canada                    |  |      | 40     |  |      |  | 38     | 
|Russia                    |  |      | 27     |  |      |  | 27     | 
|Chile                     |  |      | 27     |  |      |  | 25     | 
|Germany                   |  |      | 20     |  |      |  | 20     | 
|                          |  |      |        |  |      |  |        | 
|                          |  |      | 22 296 |  |      |  | 22 265 | 

Intangible assets with
indefinite useful lives have been tested for impairment using the same methodology and assumptions as disclosed in Note 14 Goodwill. Based on the assumptions described in that note, AB InBev concluded that no impairment charge is warranted.
While a change in the estimates used could have a material impact on the calculation of the fair values and trigger an impairment charge, the company is not aware of any reasonable possible change in a key assumption used that would cause a business
units carrying amount to exceed its recoverable amount.



F-39



---

##### Table of Contents

16. INVESTMENT IN ASSOCIATES



|                                        |  |      |       |   |      |  |       |  
|--------------------------------------- |  | ---- | ----- | - | ---- |  | ----- | -
|Million US dollar                       |  | 2010 |       |   | 2009 | 
|Balance at end of previous year         |  |      | 6 744 |   |      |  | 6 871 |  
|Effect of movements in foreign exchange |  |      | 420   |   |      |  | 324   |  
|Disposals                               |  |      | (12   | ) |      |  | (927  | )
|Share of results of associates          |  |      | 521   |   |      |  | 513   |  
|Dividends                               |  |      | (378  | ) |      |  | (14   | )
|Transfer to other asset categories      |  |      |      |   |      |  | (23   | )
|                                        |  |      |       |   |      |  |       |  
|Balance at end of year                  |  |      | 7 295 |   |      |  | 6 744 |  

AB InBev holds a 35.3% direct
interest in Grupo Modelo, Mexicos largest brewer, and a 23.25% direct interest in Diblo S.A. de C.V., Grupo Modelos operating subsidiary, providing AB InBev with, directly and indirectly, a 50.2% interest in Modelo without however having
voting or other control of either Grupo Modelo or Diblo. On a stand alone basis (100%) under IFRS, aggregate amounts of Modelos assets and liabilities for 2010 represented 17 392m US dollar and 2 995m US dollar respectively, while the
2010 net revenue amounted to 6 646m US dollar and the profit to 1 023m US dollar.

Disposals in 2009 mainly comprised the divestiture, as part
of AB-InBevs deleveraging program, of the 27% stake in Tsingtao Brewery Company Limited for a consideration of 901m US dollar. There was no capital gain recorded on this transaction as the selling price equaled the net carrying value at the
date of the disposal.

17. INVESTMENT SECURITIES



|                                                                         |  |      |     |  |      |  |     | 
|------------------------------------------------------------------------ |  | ---- | --- |  | ---- |  | --- | 
|Million US dollar                                                        |  | 2010 |     |  | 2009 | 
|Non-current investments                                                  |  |      |     |  |      |  |     | 
|Investments in quoted companies  available for sale                     |  |      | 6   |  |      |  | 7   | 
|Investments in unquoted companies  available for sale                   |  |      | 236 |  |      |  | 144 | 
|Debt securities held-to-maturity                                         |  |      | 1   |  |      |  | 126 | 
|                                                                         |  |      |     |  |      |  |     | 
|                                                                         |  |      | 243 |  |      |  | 277 | 
|                                                                         |  |     
|Current investments                                                      |  |      |     |  |      |  |     | 
|Financial assets at fair value through profit or loss  held for trading |  |      | 641 |  |      |  | 30  | 
|Financial assets  available for sale                                    |  |      |    |  |      |  | 6   | 
|Debt securities  held to maturity                                       |  |      |    |  |      |  | 19  | 
|                                                                         |  |      |     |  |      |  |     | 
|                                                                         |  |      | 641 |  |      |  | 55  | 

As at 31 December 2010,
financial assets at fair value through profit or loss held for trading represent investments in Brazilian real denominated government debt securities entered into in order to facilitate liquidity and capital preservation. These investments are of
highly liquid nature.

AB InBevs exposure to equity price risk is disclosed in Note 29 Risks arising from financial instruments.
The equity securities available-for-sale consist mainly of investments in unquoted companies and are measured at cost as their fair value can not be reliably determined.

18. DEFERRED TAX ASSETS AND LIABILITIES

The amount of deferred
tax assets and liabilities by type of temporary difference can be detailed as follows:



|                                        |  |        |        |   |             |  |         |     |  |  |         |  
|--------------------------------------- |  | ------ | ------ | - | ----------- |  | ------- | --- |  |  | ------- | -
|                                        |  | 2010   |       
|Million US dollar                       |  | Assets |        |   | Liabilities |  |         | Net | 
|Property, plant and equipment           |  |        | 308    |   |             |  | (2 718  | )   |  |  | (2 410  | )
|Intangible assets                       |  |        | 178    |   |             |  | (8 480  | )   |  |  | (8 302  | )
|Goodwill                                |  |        | 118    |   |             |  | (28     | )   |  |  | 90      |  
|Inventories                             |  |        | 34     |   |             |  | (78     | )   |  |  | (44     | )
|Investment in associates                |  |        | 3      |   |             |  | (1 601  | )   |  |  | (1 598  | )
|Trade and other receivables             |  |        | 38     |   |             |  | (2      | )   |  |  | 36      |  
|Interest-bearing loans and borrowings   |  |        | 46     |   |             |  | (511    | )   |  |  | (465    | )
|Employee benefits                       |  |        | 1 023  |   |             |  | (21     | )   |  |  | 1 002   |  
|Provisions                              |  |        | 282    |   |             |  | (64     | )   |  |  | 218     |  
|Derivatives                             |  |        | 92     |   |             |  | (31     | )   |  |  | 61      |  
|Other items                             |  |        | 132    |   |             |  | (182    | )   |  |  | (50     | )
|Loss carry forwards                     |  |        | 297    |   |             |  |        |     |  |  | 297     |  
|                                        |  |        |        |   |             |  |         |     |  |  |         |  
|Gross deferred tax assets/(liabilities) |  |        | 2 551  |   |             |  | (13 716 | )   |  |  | (11 165 | )
|                                        |  |        |       
|Netting by taxable entity               |  |        | (1 807 | ) |             |  | 1 807   |     |  |  |        |  
|                                        |  |        |        |   |             |  |         |     |  |  |         |  
|Net deferred tax assets/(liabilities)   |  |        | 744    |   |             |  | (11 909 | )   |  |  | (11 165 | )



F-40



---

##### Table of Contents

|                                        |  |        |        |   |             |  |         |     |  |  |         |  
|--------------------------------------- |  | ------ | ------ | - | ----------- |  | ------- | --- |  |  | ------- | -
|                                        |  | 2009   |       
|Million US dollar                       |  | Assets |        |   | Liabilities |  |         | Net | 
|Property, plant and equipment           |  |        | 86     |   |             |  | (4 394  | )   |  |  | (4 308  | )
|Intangible assets                       |  |        | 208    |   |             |  | (8 826  | )   |  |  | (8 618  | )
|Goodwill                                |  |        | 126    |   |             |  | (9      | )   |  |  | 117     |  
|Inventories                             |  |        | 24     |   |             |  | (321    | )   |  |  | (297    | )
|Investment securities                   |  |        | 4      |   |             |  |        |     |  |  | 4       |  
|Investment in associates                |  |        | 3      |   |             |  | (3 816  | )   |  |  | (3 813  | )
|Trade and other receivables             |  |        | 16     |   |             |  | (407    | )   |  |  | (391    | )
|Interest-bearing loans and borrowings   |  |        | 3 466  |   |             |  | (67     | )   |  |  | 3 399   |  
|Employee benefits                       |  |        | 876    |   |             |  | (16     | )   |  |  | 860     |  
|Provisions                              |  |        | 295    |   |             |  | (196    | )   |  |  | 99      |  
|Derivatives                             |  |        | 266    |   |             |  |        |     |  |  | 266     |  
|Other items                             |  |        | 825    |   |             |  | (146    | )   |  |  | 679     |  
|Loss carry forwards                     |  |        | 457    |   |             |  |        |     |  |  | 457     |  
|                                        |  |        |        |   |             |  |         |     |  |  |         |  
|Gross deferred tax assets/(liabilities) |  |        | 6 652  |   |             |  | (18 198 | )   |  |  | (11 546 | )
|                                        |  |        |       
|Netting by taxable entity               |  |        | (5 703 | ) |             |  | 5 703   |     |  |  |        |  
|                                        |  |        |        |   |             |  |         |     |  |  |         |  
|Net deferred tax assets/(liabilities)   |  |        | 949    |   |             |  | (12 495 | )   |  |  | (11 546 | )

Net deferred tax assets and
liabilities decreased slightly from prior year due to timing of temporary differences and the slight improvement of AB InBevs deferred tax rate expected to be applied when the asset or liability is realized.

Most of the temporary differences are related to the fair value adjustment on intangible assets with indefinite useful lives and property, plant and
equipment acquired in a business combination. The realization of such temporary differences is unlikely to revert within 12 months.

On
31 December 2010, a deferred tax liability of 74m US dollar (2009: 139m US dollar) relating to investment in subsidiaries has not been recognized because management believes that this liability will not be incurred in the foreseeable future.

Tax losses carried forward and deductible temporary differences on which no deferred tax asset is recognized amount to 2 101m US dollar
(2009: 1 025m US dollar). 809m US dollar of these tax losses and deductible temporary differences do not have an expiration date, 70m US dollar, 74m US dollar and 93m US dollar expire within respectively 1, 2 and 3 years, while 1 055m US dollar
have an expiration date of more than 3 years. Deferred tax assets have not been recognized on these items because it is not probable that future taxable profits will be available against which these tax losses and deductible temporary differences
can be utilized and the company has no tax planning strategy currently in place to utilize these tax losses and deductible temporary differences.

19. INVENTORIES



|                                                     |  |      |       |  |      |  |       | 
|---------------------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | 
|Million US dollar                                    |  | 2010 |       |  | 2009 | 
|Prepayments                                          |  |      | 129   |  |      |  | 61    | 
|Raw materials and consumables                        |  |      | 1 519 |  |      |  | 1 495 | 
|Work in progress                                     |  |      | 217   |  |      |  | 256   | 
|Finished goods                                       |  |      | 497   |  |      |  | 434   | 
|Goods purchased for resale                           |  |      | 47    |  |      |  | 108   | 
|                                                     |  |      |       |  |      |  |       | 
|                                                     |  |      | 2 409 |  |      |  | 2 354 | 
|Inventories other than work in progress              |  |      |       |  |      |  |       | 
|Inventories stated at net realizable value           |  |      | 2     |  |      |  | 1     | 
|Carrying amount of inventories subject to collateral |  |      |      |  |      |  |      | 

The cost of inventories recognized as
an expense in 2010 amounted to 16 151m US dollar, included in cost of sales. In 2009, this expense amounted to 17 198m US dollar and in 2008 to 10 336m US dollar.

Impairment losses on inventories recognized in 2010 amount to 67m US dollar (2009: 58m US dollar, 2008: 13m US dollar).

20. TRADE AND OTHER RECEIVABLES

NON-CURRENT TRADE AND OTHER
RECEIVABLES



|                                                           |  |      |       |  |      |  |       | 
|---------------------------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | 
|Million US dollar                                          |  | 2010 |       |  | 2009 | 
|Trade receivables                                          |  |      | 1     |  |      |  | 4     | 
|Cash deposits for guarantees                               |  |      | 332   |  |      |  | 291   | 
|Loans to customers                                         |  |      | 69    |  |      |  | 125   | 
|Deferred collection on disposals                           |  |      | 381   |  |      |  | 585   | 
|Tax receivable, other than income tax                      |  |      | 199   |  |      |  | 137   | 
|Derivative financial instruments with positive fair values |  |      | 585   |  |      |  | 680   | 
|Other receivables                                          |  |      | 133   |  |      |  | 119   | 
|                                                           |  |      |       |  |      |  |       | 
|                                                           |  |      | 1 700 |  |      |  | 1 941 | 

For the nature of cash
deposits for guarantees see Note 31 Collateral and contractual commitments for the acquisition of property, plant and equipment, loans to customers and other.



F-41



---

##### Table of Contents

On 24 July 2009, AB InBev completed the sale of Oriental Brewery to Kohlberg Kravis Roberts &
Co. L.P and on 2 December, AB InBev completed the sale of its Central European operations to CVC Capital Partners. These transactions included deferred considerations for a notional amount of 300m US dollar in the case of Oriental Brewery
and 300m euro in the case the Central European operations respectively (see also Note 6 Acquisition and disposal ofsubsidiaries). During 2010, AB InBev collected the deferred consideration related to the disposal of Oriental Brewery.
The deferred consideration was sold to a third party for a gross proceed of 275m US dollar excluding interest accrued since inception and resulted in an exceptional gain of 50m US dollar (see Note 8 Exceptional items). The deferred
consideration related to the sale of the Central European operations is reported for a fair value amount of 363m US dollar by year end 2010 in deferred collection on disposals.

CURRENT TRADE AND OTHER RECEIVABLES



|                                                           |  |      |       |  |      |  |       | 
|---------------------------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | 
|Million US dollar                                          |  | 2010 |       |  | 2009 | 
|Trade receivables                                          |  |      | 2 604 |  |      |  | 2 432 | 
|Interest receivable                                        |  |      | 98    |  |      |  | 46    | 
|Tax receivable, other than income tax                      |  |      | 303   |  |      |  | 262   | 
|Derivative financial instruments with positive fair values |  |      | 1 059 |  |      |  | 706   | 
|Loans to customers                                         |  |      | 28    |  |      |  | 42    | 
|Prepaid expenses                                           |  |      | 451   |  |      |  | 444   | 
|Accrued income                                             |  |      | 35    |  |      |  | 69    | 
|Other receivables                                          |  |      | 60    |  |      |  | 98    | 
|                                                           |  |      |       |  |      |  |       | 
|                                                           |  |      | 4 638 |  |      |  | 4 099 | 

The fair value of trade and
other receivables, excluding derivatives, equals their carrying amounts as the impact of discounting is not significant.

The aging of the
current trade receivables, interest receivable, other receivables and accrued income and of the current and non-current loans to customers can be detailed as follows for 2010 and 2009 respectively:



|                                     |  |                                         |                         |  |                                                         |                              |       |                                                             |                              |  |    |                              |  |  |                               |  |  |                         |    |  |  |  |   |  |  |  |   |  |  |  |   | 
|------------------------------------ |  | --------------------------------------- | ----------------------- |  | ------------------------------------------------------- | ---------------------------- | ----- | ----------------------------------------------------------- | ---------------------------- |  | -- | ---------------------------- |  |  | ----------------------------- |  |  | ----------------------- | -- |  |  |  | - |  |  |  | - |  |  |  | - | 
|                                     |  | Net carryingamount
asofDecember 31,2010 |                         |  | Of which:neitherimpairednor
pastdue on thereportingdate |                              |       | Of which not impaired as of the reporting date and past due |                             
|                                     |  |                                         | Past duelessthan 30days |  |                                                         | Past duebetween30 and59 days |       |                                                             | Past duebetween60 and89 days |  |    | Past duebetween90 and179days |  |  | Past duebetween180 and359days |  |  | Past duemorethan359days |   
|Trade receivables                    |  |                                         | 2 604                   |  |                                                         |                              | 2 496 |                                                             |                              |  | 58 |                              |  |  | 21                            |  |  |                         | 11 |  |  |  | 8 |  |  |  | 7 |  |  |  | 3 | 
|Loans to customers                   |  |                                         | 97                      |  |                                                         |                              | 91    |                                                             |                              |  | 1  |                              |  |  | 1                             |  |  |                         |   |  |  |  |  |  |  |  | 1 |  |  |  | 3 | 
|Interest receivable                  |  |                                         | 98                      |  |                                                         |                              | 98    |                                                             |                              |  |   |                              |  |  |                              |  |  |                         |   |  |  |  |  |  |  |  |  |  |  |  |  | 
|Other receivables and accrued income |  |                                         | 95                      |  |                                                         |                              | 95    |                                                             |                              |  |   |                              |  |  |                              |  |  |                         |   |  |  |  |  |  |  |  |  |  |  |  |  | 
|                                     |  |                                         |                         |  |                                                         |                              |       |                                                             |                              |  |    |                              |  |  |                               |  |  |                         |    |  |  |  |   |  |  |  |   |  |  |  |   | 
|                                     |  |                                         | 2 894                   |  |                                                         |                              | 2 780 |                                                             |                              |  | 59 |                              |  |  | 22                            |  |  |                         | 11 |  |  |  | 8 |  |  |  | 8 |  |  |  | 6 | 



|                                     |  |                                         |                         |  |                                                         |                              |       |                                                              |                              |  |    |                              |  |  |                               |  |  |                         |   |  |  |  |    |  |  |  |   |  |  |  |    | 
|------------------------------------ |  | --------------------------------------- | ----------------------- |  | ------------------------------------------------------- | ---------------------------- | ----- | ------------------------------------------------------------ | ---------------------------- |  | -- | ---------------------------- |  |  | ----------------------------- |  |  | ----------------------- | - |  |  |  | -- |  |  |  | - |  |  |  | -- | 
|                                     |  | Net carryingamount asofDecember 31,2009 |                         |  | Of which:neitherimpairednor
pastdue on thereportingdate |                              |       | Of which not impaired as of the reporting date and 
past due |                             
|                                     |  |                                         | Past duelessthan 30days |  |                                                         | Past duebetween30 and59 days |       |                                                              | Past duebetween60 and89 days |  |    | Past duebetween90 and179days |  |  | Past duebetween180 and359days |  |  | Past duemorethan359days |  
|Trade receivables                    |  |                                         | 2 432                   |  |                                                         |                              | 2 377 |                                                              |                              |  | 11 |                              |  |  | 10                            |  |  |                         | 8 |  |  |  | 17 |  |  |  | 3 |  |  |  | 6  | 
|Loans to customers                   |  |                                         | 167                     |  |                                                         |                              | 156   |                                                              |                              |  | 1  |                              |  |  | 1                             |  |  |                         | 1 |  |  |  | 2  |  |  |  | 2 |  |  |  | 4  | 
|Interest receivable                  |  |                                         | 46                      |  |                                                         |                              | 46    |                                                              |                              |  |   |                              |  |  |                              |  |  |                         |  |  |  |  |   |  |  |  |  |  |  |  |   | 
|Other receivables and accrued income |  |                                         | 167                     |  |                                                         |                              | 167   |                                                              |                              |  |   |                              |  |  |                              |  |  |                         |  |  |  |  |   |  |  |  |  |  |  |  |   | 
|                                     |  |                                         |                         |  |                                                         |                              |       |                                                              |                              |  |    |                              |  |  |                               |  |  |                         |   |  |  |  |    |  |  |  |   |  |  |  |    | 
|                                     |  |                                         | 2 812                   |  |                                                         |                              | 2 746 |                                                              |                              |  | 12 |                              |  |  | 11                            |  |  |                         | 9 |  |  |  | 19 |  |  |  | 5 |  |  |  | 10 | 

In accordance with the IFRS 7
Financial Instruments: Disclosures the above analysis of the age of financial assets that are past due as at the reporting date but not impaired also includes the non-current part of loans to customers. Past due amounts were not impaired when
collection is still considered likely, for instance because the amounts can be recovered from the tax authorities or AB InBev has sufficient collateral. Impairment losses on trade and other receivables recognized in 2010 amount to 56m US
dollar.

AB InBevs exposure to credit, currency and interest rate risks is disclosed in Note 29 Risks arising from financial
instruments.



F-42



---

##### Table of Contents

21. CASH AND CASH EQUIVALENTS



|                          |  |      |       |   |      |  |       |  
|------------------------- |  | ---- | ----- | - | ---- |  | ----- | -
|Million US dollar         |  | 2010 |       |   | 2009 | 
|Short term bank deposits  |  |      | 3 099 |   |      |  | 2 051 |  
|Cash and bank accounts    |  |      | 1 412 |   |      |  | 1 638 |  
|                          |  |      |       |   |      |  |       |  
|Cash and cash equivalents |  |      | 4 511 |   |      |  | 3 689 |  
|                          |  |     
|Bank overdrafts           |  |      | (14   | ) |      |  | (28   | )
|                          |  |      |       |   |      |  |       |  
|                          |  |      | 4 497 |   |      |  | 3 661 |  

As of 31 December 2010
cash and cash equivalents include restricted cash of 42m US dollar of which 32m US dollar reflects the outstanding consideration payable to former Anheuser-Busch shareholders whom did not yet claim the proceeds (the related payable is recognized as
a deferred consideration on acquisition) and 10m US dollar relates to restricted cash held on escrow accounts following the disposal of the Central European subsidiaries.

22. ASSETS AND LIABILITIES HELD FOR SALE



|                                          |  |        |     |   |             |  |        |      |  |  |      |  |  |  |      |  
|----------------------------------------- |  | ------ | --- | - | ----------- |  | ------ | ---- |  |  | ---- |  |  |  | ---- | -
|                                          |  | Assets |     |   | Liabilities | 
|Million US dollar                         |  | 2010   |     |   | 2009        |  |        | 2010 |  |  | 2009 | 
|Balance at the end of previous year       |  |        | 66  |   |             |  | 51     |      |  |  |     |  |  |  |     |  
|Effect of movements in foreign exchange   |  |        | 1   |   |             |  | 44     |      |  |  |     |  |  |  | (6   | )
|Disposal through the sale of subsidiaries |  |        |    |   |             |  | (1 454 | )    |  |  |     |  |  |  | 289  |  
|Disposals                                 |  |        | (71 | ) |             |  | (908   | )    |  |  |     |  |  |  | 37   |  
|Impairment loss                           |  |        | (18 | ) |             |  | 7      |      |  |  |     |  |  |  |     |  
|Transfers from other asset categories     |  |        | 54  |   |             |  | 2 326  |      |  |  |     |  |  |  | (320 | )
|                                          |  |        |     |   |             |  |        |      |  |  |      |  |  |  |      |  
|Balance at end of year                    |  |        | 32  |   |             |  | 66     |      |  |  |     |  |  |  |     |  

Assets held for sale at
31 December 2010 include land and buildings, mainly in Brazil. The disposal of these assets is expected in 2011. No gain or loss with respect to these assets was recognized in 2010.

2009 assets held for sale included 66m US dollar land and buildings, mainly in Brazil, UK and US. These assets were sold in 2010.

The total amount of other comprehensive income accumulated in equity relating to assets held for sale was immaterial as at 31 December 2010 and 2009.

In 2009, transfers from other asset categories for an amount of 2 326m US dollar and from other liability categories for an amount of 320m US
dollar mainly result from the reclassification of the identifiable assets and liabilities of the Korean subsidiary, of four metal beverage can lid manufacturing plants from AB InBevs US metal packaging subsidiary and of the Tennents
Lager brand and associated trading assets in Scotland, Northern Ireland and the Republic or Ireland, in accordance with IFRS 5Non-current Assets Held for Sale and Discontinued Operations. See also Note 6 Acquisitions and disposals of
subsidiaries.

The disposal through the sale of subsidiaries results from the sale of Oriental Brewery to Kohlberg Kravis
Roberts & Co L.P. A capital gain of 428m US dollar was recognized on this sale.

Other disposals in 2009 mainly reflect the sale of
the Tennents business, with an immaterial effect on the income statement, and of the four metal beverage can lid manufacturing plants. There was no capital gain recorded on this sale as the selling price equaled the net allocated carrying
value at the date of the disposal.

23. CHANGES IN EQUITY AND EARNINGS PER SHARE

STATEMENT OF CAPITAL

The tables below
summarize the changes in issued capital and treasury shares during the year:

2010



|                                |  |                   |       |  |                |  |       | 
|------------------------------- |  | ----------------- | ----- |  | -------------- |  | ----- | 
|ISSUED CAPITAL                  |  | Million US dollar |       |  | Million shares | 
|At the end of the previous year |  |                   | 1 732 |  |                |  | 1 604 | 
|Changes during the year         |  |                   | 1     |  |                |  | 1     | 
|                                |  |                   |       |  |                |  |       | 
|                                |  |                   | 1 733 |  |                |  | 1 605 | 



|                                |  |                   |     |   |                |  |      |  
|------------------------------- |  | ----------------- | --- | - | -------------- |  | ---- | -
|TREASURY SHARES                 |  | Million US dollar |     |   | Million shares | 
|At the end of the previous year |  |                   | 659 |   |                |  | 13.6 |  
|Changes during the year         |  |                   | (71 | ) |                |  | (1.5 | )
|                                |  |                   |     |   |                |  |      |  
|                                |  |                   | 588 |   |                |  | 12.1 |  

2009



|                                |  |                   |       |  |                |  |       | 
|------------------------------- |  | ----------------- | ----- |  | -------------- |  | ----- | 
|ISSUED CAPITAL                  |  | Million US dollar |       |  | Million shares | 
|At the end of the previous year |  |                   | 1 730 |  |                |  | 1 602 | 
|Changes during the year         |  |                   | 2     |  |                |  | 2     | 
|                                |  |                   |       |  |                |  |       | 
|                                |  |                   | 1 732 |  |                |  | 1 604 | 



F-43



---

##### Table of Contents

|                                |  |                   |      |   |                |  |      |  
|------------------------------- |  | ----------------- | ---- | - | -------------- |  | ---- | -
|                                |  |                  
|TREASURY SHARES                 |  | Million US dollar |      |   | Million shares | 
|At the end of the previous year |  |                   | 997  |   |                |  | 20.6 |  
|Changes during the year         |  |                   | (338 | ) |                |  | (7.0 | )
|                                |  |                   |      |   |                |  |      |  
|                                |  |                   | 659  |   |                |  | 13.6 |  

During 2010 AB InBev increased
its share capital by 21m US dollar (1m US dollar issued capital, 20m US dollar share premium).

As at 31 December 2010, the total issued
capital of 1 733m US dollar is represented by 1 605 183 954 shares without par value, of which 400 761 393 registered shares, 5 083 721 bearer shares and 1 199 338 840 dematerialized shares. For a total amount of capital of 4m US dollar there are
still 3 688 128 of subscription rights outstanding corresponding with a maximum of 3 688 128 shares to be issued. The total of authorized, un-issued capital amounts to 49m US dollar (37m euro).

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the
company. In respect of the companys shares that are held by AB InBev, rights are suspended.

The shareholders structure based on
the notifications made to the company pursuant to the Belgian Law of 02 May 2007 on the disclosure of significant shareholdings in listed companies is included in the Corporate Governance section of AB InBevs annual report.

Capital contributions in subsidiaries, mainly in the zone Latin America North, subscribed by non-controlling interests amounted to 194m US
dollar in 2010.

CHANGES IN OWNERSHIP INTERESTS

As of 2010 and in compliance with the revised IAS 27, the acquisition of additional shares in a subsidiary after control was obtained has been accounted for as an equity transaction with owners.

During 2010, AB InBev purchased non-controlling interests in several subsidiaries for a total consideration paid of 28m US dollar. As the
related subsidiaries were already fully consolidated, the purchases did not impact AB InBevs profit, but reduced the non-controlling interests and thus impacted the profit attributable to equity holders of AB InBev.

The impact of the 2010 main purchases of non-controlling interests in the related subsidiaries can be summarized as follows:



|                                                      |  |                  |        |   |                  |  |       |  
|----------------------------------------------------- |  | ---------------- | ------ | - | ---------------- |  | ----- | -
|Direct ownership interest                             |  | 31 December 2010 |        |   | 31 December 2009 | 
|Quinsa, Argentina                                     |  |                  | 99.99  | % |                  |  | 99.83 | %
|Harbin Brewing Jiamusi Jiafeng Company Limited, China |  |                  | 100.00 | % |                  |  | 60.00 | %

REPORT ACCORDING TO ARTICLE 624 OF THE
BELGIAN COMPANIES CODE  PURCHASE OF OWN SHARES

During the year 2010, AB InBev did not purchase any AB InBev shares.

During the year 2010, AB InBev proceeded with the following sale transactions:



| |  |  | 253 734 shares were sold to members of the AmBev senior management who were transferred to AB InBev. The sale occurred according to a share exchange
program at a price reduced with 16.66% compared to the market price, in order to encourage management mobility;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 498 389 shares were granted to executives of the group according to the companys executive remuneration policy;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | 25 755 shares were sold to members of the Anheuser-Busch senior management. The sale occurred according to the authorization of the annual shareholders
meeting of 28 April 2009 at a price reduced with 16.66% compared to the market price, provided these managers remain in service for a period of 5 years;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 182 489 shares were granted to executives of the company in exchange for unvested options, in order to encourage management mobility, in particular for
the benefit of executives moving to the United States. The shares are subject to a lock-up period until 31 December 2018;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Finally, 612 936 shares were sold, as a result of the exercise of options granted to employees of the group.
| | - |  | ------------------------------------------------------------------------------------------------------------

At the end of the period, the group owned 12 048 781 own shares of which 11 550 514 were held directly by AB InBev.

The par value of the shares is 0.77 euro. As a consequence, the shares that were sold during the year 2010 represent 1 601 798 US dollar
(1 211 443 euro) of the subscribed capital and the shares that the company still owned at the end of 2010 represent 12 396 678 US dollar (9 277 561 euro) of the subscribed capital.

DIVIDENDS

On 2 March 2011, a
dividend of 0.80 euro per share or, approximately 1 276m euro, was proposed by the board of directors. In accordance with IAS 10 Events after the balance sheet date, the dividend has not been recorded in the 2010 financial statements.

On 28 April 2010 a dividend of 0.38 euro per share or 605m euro was approved on the shareholders meeting. This dividend was paid out on
3 May 2010.

TRANSLATION RESERVES

The translation reserves comprise all foreign currency exchange differences arising from the translation of the financial statements of foreign operations. The translation reserves also comprise the
portion of the gain or loss on the foreign currency liabilities and on the derivative financial instruments determined to be effective net investment hedges in conformity with IAS 39 Financial Instruments: Recognition and Measurementhedge accounting rules.

HEDGING RESERVES

The hedging reserves comprise the effective portion of the cumulative net change in the fair value of cash flow hedges to the extent the hedged risk has not yet impacted profit or loss  see also
Note 29 Risks arising from financial instruments.



F-44



---

##### Table of Contents

TRANSFERS FROM SUBSIDIARIES

The amount of dividends payable to AB InBev by its operating subsidiaries is subject to, among other restrictions, general limitations imposed by the corporate laws, capital transfer restrictions and
exchange control restrictions of the respective jurisdictions where those subsidiaries are organized and operate. Capital transfer restrictions are also common in certain emerging market countries, and may affect AB InBevs flexibility in
implementing a capital structure it believes to be efficient. Dividends paid to AB InBev by certain of its subsidiaries are also subject to withholding taxes. Withholding tax, if applicable, generally does not exceed 10%.

EARNINGS PER SHARE

The calculation of
basic earnings per share is based on the profit attributable to equity holders of AB InBev of 4 026m US dollar (2009: 4 613m US dollar, 2008: 1 927m US dollar) and a weighted average number of ordinary shares outstanding during the year, calculated
as follows:



|                                                            |  |      |       |  |      |  |       |      |  |  |     | 
|----------------------------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | --- | 
|Million shares                                              |  | 2010 |       |  | 2009 |  |       | 2008 | 
|Issued ordinary shares at 1 January, net of treasury shares |  |      | 1 591 |  |      |  | 1 582 |      |  |  | 969 | 
|Effect of shares issued/share buyback programs              |  |      | 1     |  |      |  | 2     |      |  |  | 30  | 
|                                                            |  |      |       |  |      |  |       |      |  |  |     | 
|Weighted average number of ordinary shares at 31 December   |  |      | 1 592 |  |      |  | 1 584 |      |  |  | 999 | 

The calculation of diluted
earnings per share is based on the profit attributable to equity holders of AB InBev of 4 026m US dollar (2009: 4 613m US dollar, 2008: 1 927m US dollar) and a weighted average number of ordinary shares (diluted) outstanding during the year,
calculated as follows:



|                                                                    |  |      |       |  |      |  |       |      |  |  |       | 
|------------------------------------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | 
|Million shares                                                      |  | 2010 |       |  | 2009 |  |       | 2008 | 
|Weighted average number of ordinary shares at 31 December           |  |      | 1 592 |  |      |  | 1 584 |      |  |  | 999   | 
|Effect of share options and warrants                                |  |      | 19    |  |      |  | 9     |      |  |  | 1     | 
|                                                                    |  |      |       |  |      |  |       |      |  |  |       | 
|Weighted average number of ordinary shares (diluted) at 31 December |  |      | 1 611 |  |      |  | 1 593 |      |  |  | 1 000 | 

The calculation of earnings
per share before exceptional items is based on the profit after tax and before exceptional items, attributable to equity holders of AB InBev. A reconciliation of profit before exceptional items, attributable to equity holders of AB InBev
to profit attributable to equity holders of AB InBev is calculated as follows:



|                                                                                                 |  |      |       |   |      |  |       |      |  |  |       |  
|------------------------------------------------------------------------------------------------ |  | ---- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | -
|Million US dollar                                                                                |  | 2010 |       |   | 2009 |  |       | 2008 | 
|Profit before exceptional items, attributable to equity holders of AB InBev                      |  |      | 5 040 |   |      |  | 3 927 |      |  |  | 2 511 |  
|Exceptional items, after taxes, attributable to equity holders of AB InBev (refer Note 8)        |  |      | (142  | ) |      |  | 1 288 |      |  |  | (397  | )
|Exceptional finance cost, after taxes, attributable to equity holders of AB InBev (refer Note 8) |  |      | (872  | ) |      |  | (602  | )    |  |  | (187  | )
|                                                                                                 |  |      |       |   |      |  |       |      |  |  |       |  
|Profit attributable to equity holders of AB InBev                                                |  |      | 4 026 |   |      |  | 4 613 |      |  |  | 1 927 |  

The table below sets out the
EPS calculation:



|                                                                            |  |      |       |  |      |  |       |      |  |  |       | 
|--------------------------------------------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | 
|Million US dollar                                                           |  | 2010 |       |  | 2009 |  |       | 2008 | 
|Profit attributable to equity holders of AB InBev                           |  |      | 4 026 |  |      |  | 4 613 |      |  |  | 1 927 | 
|Weighted average number of ordinary shares                                  |  |      | 1 592 |  |      |  | 1 584 |      |  |  | 999   | 
|Basic EPS                                                                   |  |      | 2.53  |  |      |  | 2.91  |      |  |  | 1.93  | 
|                                                                            |  |      |      
|Profit before exceptional items, attributable to equity holders of AB InBev |  |      | 5 040 |  |      |  | 3 927 |      |  |  | 2 511 | 
|Weighted average number of ordinary shares                                  |  |      | 1 592 |  |      |  | 1 584 |      |  |  | 999   | 
|EPS before exceptional items                                                |  |      | 3.17  |  |      |  | 2.48  |      |  |  | 2.51  | 
|                                                                            |  |      |      
|Profit attributable to equity holders of AB InBev                           |  |      | 4 026 |  |      |  | 4 613 |      |  |  | 1 927 | 
|Weighted average number of ordinary shares (diluted)                        |  |      | 1 611 |  |      |  | 1 593 |      |  |  | 1 000 | 
|Diluted EPS                                                                 |  |      | 2.50  |  |      |  | 2.90  |      |  |  | 1.93  | 
|                                                                            |  |      |      
|Profit before exceptional items, attributable to equity holders of AB InBev |  |      | 5 040 |  |      |  | 3 927 |      |  |  | 2 511 | 
|Weighted average number of ordinary shares (diluted)                        |  |      | 1 611 |  |      |  | 1 593 |      |  |  | 1 000 | 
|Diluted EPS before exceptional items                                        |  |      | 3.13  |  |      |  | 2.47  |      |  |  | 2.51  | 

The average market value of
the companys shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period that the options were outstanding. 11.4m share options were anti-dilutive and not included in the calculation
of the dilutive effect.



F-45



---

##### Table of Contents

24. INTEREST-BEARING LOANS AND BORROWINGS

This note provides information about the companys interest-bearing loans and borrowings. For more information about the companys exposure to
interest rate and foreign currency risk, refer to Note 29 Risks arising from financial instruments.

NON-CURRENT LIABILITIES



|                          |  |      |        |  |      |  |        | 
|------------------------- |  | ---- | ------ |  | ---- |  | ------ | 
|Million US dollar         |  | 2010 |        |  | 2009 | 
|Secured bank loans        |  |      | 105    |  |      |  | 53     | 
|Unsecured bank loans      |  |      | 9 141  |  |      |  | 18 616 | 
|Unsecured bond issues     |  |      | 32 562 |  |      |  | 28 126 | 
|Secured other loans       |  |      | 6      |  |      |  | 6      | 
|Unsecured other loans     |  |      | 72     |  |      |  | 204    | 
|Finance lease liabilities |  |      | 75     |  |      |  | 44     | 
|                          |  |      |        |  |      |  |        | 
|                          |  |      | 41 961 |  |      |  | 47 049 | 

CURRENT LIABILITIES



|                          |  |      |       |  |      |  |       | 
|------------------------- |  | ---- | ----- |  | ---- |  | ----- | 
|Million US dollar         |  | 2010 |       |  | 2009 | 
|Secured bank loans        |  |      | 32    |  |      |  | 30    | 
|Unsecured bank loans      |  |      | 1 898 |  |      |  | 1 559 | 
|Unsecured bond issues     |  |      | 777   |  |      |  | 387   | 
|Secured other loans       |  |      |      |  |      |  | 14    | 
|Unsecured other loans     |  |      | 172   |  |      |  | 19    | 
|Finance lease liabilities |  |      | 40    |  |      |  | 6     | 
|                          |  |      |       |  |      |  |       | 
|                          |  |      | 2 919 |  |      |  | 2 015 | 

The current and non-current
interest-bearing loans and borrowings amount to 44 880m US dollar as of 31 December 2010, compared to 49 064m US dollar as of 31 December 2009.

To finance the acquisition of Anheuser-Busch, AB InBev entered into a 45 billion US dollar senior debt facilities agreement (of which 44 billion US dollar was ultimately drawn) and a 9.8 billion US dollar
bridge facility agreement, enabling the company to consummate the acquisition, including the payment of 52.5 billion US dollar to shareholders of Anheuser-Busch, refinancing certain Anheuser-Busch indebtedness, payment of all transaction charges,
fees and expenses and accrued but unpaid interest to be paid on Anheuser-Buschs outstanding indebtedness, which together amounted to approximately 54.8 billion US dollar.

On 18 December 2008, AB InBev repaid the debt it had incurred under the bridge facility with the net proceeds of the rights offering and cash proceeds it received from pre-hedging the foreign
exchange rate between the euro and the US dollar in connection with the rights offering.

As of 31 December 2009, the amounts outstanding
under AB InBevs 45 billion US dollar senior debt facilities had been reduced to 17.2 billion US dollar. In 2010, AB InBev fully refinanced the debt incurred under the senior facility with the proceeds of new senior credit facilities and debt
capital market offerings as shown below.



| |  |  | On 26 February 2010, AB InBev obtained 17.2 billion US dollar in long-term bank financing. The new financing consisted of a 13.0 billion US dollar
senior credit facilities agreement (2010 senior facilities) comprising of a 5.0 billion US dollar term loan maturing in 2013 and a 8.0 billion US dollar multi-currency revolving credit facility maturing in 2015 bearing interest at a
floating rate equal to LIBOR (or EURIBOR for euro-denominated loans) plus 1.175% and 0.975%, respectively; and 4.2 billion US dollar in long-term bilateral facilities that was subsequently canceled on 31 March 2010.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 24 March 2010, AB InBev issued four series of notes in an aggregate principal amount of 3.25 billion US dollar, consisting of 1.0 billion US
dollar aggregate principal of notes due 2013, 0.75 billion US dollar aggregate principal of notes due 2015 and 1.0 billion US dollar aggregate principal of notes due 2020 bearing interest at a rate of 2.5%, 3.625% and 5.0% respectively and a note
consisting of 0.5 billion US dollar aggregate principal of notes due 2013 and bearing an interest at a floating rate of 3 month US dollar LIBOR plus 0.73%.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of 6 April 2010, AB InBev had fully repaid the remaining balance under the 45 billion US dollar senior debt facilities from proceeds from the 2010 senior facilities, proceeds from the March 2010
bond issuance, cash generated from operations, proceeds of disposal activities and from drawdowns from existing loan facilities.

In addition
to the above, AB InBev continued to refinance and repay its obligations under the 2010 senior facilities by using cash generated from operations, proceeds of disposal activities, drawdowns from existing loan facilities and by using the proceeds of
the following capital market offerings:



| |  |  | On 26 April 2010, AB InBev issued notes from its European Medium Term Note program in an aggregate principal amount of 750m euro due 2018 bearing
interest at a fixed rate of 4.0%.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 10 November 2010, AB InBev issued a Brazilian real linked series of notes in an aggregate principal amount of 750m Brazilian real due 2015,
bearing a interest at a rate of 9.750%.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 8 December 2010, AB InBev issued a series of notes in an aggregate principal amount of 600m Canadian dollar due 2016, bearing an interest at a
rate of 3.650%.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

As of 31 December 2010, the outstanding balance of the 2010 senior facilities amounted to 4
410 million US dollar. The interest rate on the outstanding 2010 senior facilities have effectively been fixed through a series of hedge arrangements. For further information, please refer to Note 29 Risks arising from financial
instruments.



F-46



---

##### Table of Contents

|                                                                        |  |              |        |  |               |  |       |               |  |  |              |  |  |               |       |  |                  |  |        |  |  |  |        | 
|----------------------------------------------------------------------- |  | ------------ | ------ |  | ------------- |  | ----- | ------------- |  |  | ------------ |  |  | ------------- | ----- |  | ---------------- |  | ------ |  |  |  | ------ | 
|TERMS AND DEBT REPAYMENT SCHEDULE AT 31 DECEMBER 2010 Million US
dollar |  | Total        |        |  | 1 year orless |  |       | 1-2 years     |  |  | 2-3 years    |  |  | 3-5 years     |       |  | More than 5years | 
|Secured bank loans                                                      |  |              | 137    |  |               |  | 32    |               |  |  | 58           |  |  |               | 29    |  |                  |  | 12     |  |  |  | 6      | 
|Unsecured bank loans                                                    |  |              | 11 039 |  |               |  | 1 898 |               |  |  | 3 993        |  |  |               | 4 611 |  |                  |  | 525    |  |  |  | 12     | 
|Unsecured bond issues                                                   |  |              | 33 339 |  |               |  | 777   |               |  |  | 3 878        |  |  |               | 3 311 |  |                  |  | 7 912  |  |  |  | 17 461 | 
|Secured other loans                                                     |  |              | 6      |  |               |  |      |               |  |  |             |  |  |               | 6     |  |                  |  |       |  |  |  |       | 
|Unsecured other loans                                                   |  |              | 244    |  |               |  | 171   |               |  |  | 13           |  |  |               | 14    |  |                  |  | 23     |  |  |  | 23     | 
|Finance lease liabilities                                               |  |              | 115    |  |               |  | 40    |               |  |  | 5            |  |  |               | 1     |  |                  |  | 2      |  |  |  | 67     | 
|                                                                        |  |              |        |  |               |  |       |               |  |  |              |  |  |               |       |  |                  |  |        |  |  |  |        | 
|                                                                        |  |              | 44 880 |  |               |  | 2 918 |               |  |  | 7 947        |  |  |               | 7 972 |  |                  |  | 8 474  |  |  |  | 17 569 | 
|                                                                        |  |              |        |  |               | 
|TERMS AND DEBT REPAYMENT SCHEDULE AT 31 DECEMBER 2009 Million US
dollar |  | Total        |        |  | 1 year orless |  |       | 1-2 years     |  |  | 2-3 years    |  |  | 3-5 years     |       |  | More than 5years | 
|Secured bank loans                                                      |  |              | 83     |  |               |  | 30    |               |  |  | 22           |  |  |               | 16    |  |                  |  | 15     |  |  |  |       | 
|Unsecured bank loans                                                    |  |              | 20 175 |  |               |  | 1 559 |               |  |  | 5 648        |  |  |               | 427   |  |                  |  | 12 416 |  |  |  | 125    | 
|Unsecured bond issues                                                   |  |              | 28 513 |  |               |  | 387   |               |  |  | 819          |  |  |               | 3 784 |  |                  |  | 6 684  |  |  |  | 16 839 | 
|Secured other loans                                                     |  |              | 20     |  |               |  | 14    |               |  |  |             |  |  |               |      |  |                  |  | 6      |  |  |  |       | 
|Unsecured other loans                                                   |  |              | 223    |  |               |  | 19    |               |  |  | 104          |  |  |               | 14    |  |                  |  | 26     |  |  |  | 60     | 
|Finance lease liabilities                                               |  |              | 50     |  |               |  | 6     |               |  |  | 4            |  |  |               | 4     |  |                  |  | 1      |  |  |  | 35     | 
|                                                                        |  |              |        |  |               |  |       |               |  |  |              |  |  |               |       |  |                  |  |        |  |  |  |        | 
|                                                                        |  |              | 49 064 |  |               |  | 2 015 |               |  |  | 6 597        |  |  |               | 4 245 |  |                  |  | 19 148 |  |  |  | 17 059 | 
|                                                                        |  |              |        |  |               | 
|FINANCE LEASE LIABILITIES
Million US dollar                             |  | 2010Payments |        |  | 2010Interests |  |       | 2010Principal |  |  | 2009Payments |  |  | 2009Interests |       |  | 2009Principal    | 
|Less than one year                                                      |  |              | 48     |  |               |  | 8     |               |  |  | 40           |  |  |               | 9     |  |                  |  | 3      |  |  |  | 6      | 
|Between one and two years                                               |  |              | 12     |  |               |  | 7     |               |  |  | 5            |  |  |               | 7     |  |                  |  | 3      |  |  |  | 4      | 
|Between two and three years                                             |  |              | 7      |  |               |  | 6     |               |  |  | 1            |  |  |               | 6     |  |                  |  | 2      |  |  |  | 4      | 
|Between three and five years                                            |  |              | 14     |  |               |  | 12    |               |  |  | 2            |  |  |               | 5     |  |                  |  | 4      |  |  |  | 1      | 
|More than 5 years                                                       |  |              | 118    |  |               |  | 51    |               |  |  | 67           |  |  |               | 99    |  |                  |  | 64     |  |  |  | 35     | 
|                                                                        |  |              |        |  |               |  |       |               |  |  |              |  |  |               |       |  |                  |  |        |  |  |  |        | 
|                                                                        |  |              | 199    |  |               |  | 84    |               |  |  | 115          |  |  |               | 126   |  |                  |  | 76     |  |  |  | 50     | 

AB InBevs net debt
decreased to 39 704m US dollar as of 31 December 2010, from 45 174m US dollar as of 31 December 2009. Net debt is defined as non-current and current interest-bearing loans and borrowings and bank overdrafts minus debt securities and cash.
Net debt is a financial performance indicator that is used by AB InBevs management to highlight changes in the companys overall liquidity position. The company believes that net debt is meaningful for investors as it is one of the
primary measures AB InBevs management uses when evaluating its progress towards deleveraging.

The following table provides a
reconciliation of AB InBevs net debt as of 31 December as follows:



|                                                                             |  |      |        |   |      |  |        |  
|---------------------------------------------------------------------------- |  | ---- | ------ | - | ---- |  | ------ | -
|Million US dollar                                                            |  | 2010 |        |   | 2009 | 
|Non-current interest bearing loans and borrowings                            |  |      | 41 961 |   |      |  | 47 049 |  
|Current interest bearing loans and borrowings                                |  |      | 2 919  |   |      |  | 2 015  |  
|                                                                             |  |      |        |   |      |  |        |  
|                                                                             |  |      | 44 880 |   |      |  | 49 064 |  
|                                                                             |  |     
|Bank overdrafts                                                              |  |      | 14     |   |      |  | 28     |  
|Cash and cash equivalents                                                    |  |      | (4 511 | ) |      |  | (3 689 | )
|Interest bearing loans granted (included within Trade and other receivables) |  |      | (38    | ) |      |  | (48    | )
|Debt securities (included within Investment securities)                      |  |      | (641   | ) |      |  | (181   | )
|                                                                             |  |      |        |   |      |  |        |  
|Net debt                                                                     |  |      | 39 704 |   |      |  | 45 174 |  

Apart from operating results
net of capital expenditures, the net debt is mainly impacted by dividend payments to shareholders of AB InBev and AmBev (1 924m US dollar); the payment of interest and taxes (4 450m US dollar); and the impact of changes in foreign exchange rates
(725m US dollar decrease of net debt).

25. EMPLOYEE BENEFITS

AB InBev sponsors various post-employment benefit plans world-wide. These include pension plans, both defined contribution plans, and defined benefit
plans, and other post-employment benefits (OPEB). In accordance with IAS 19 Employee Benefits post-employment benefit plans are classified as either defined contribution plans or defined benefit plans.

DEFINED CONTRIBUTION PLANS

For defined
contribution plans, AB InBev pays contributions to publicly or privately administered pension funds or insurance contracts. Once the contributions have been paid, the group has no further payment obligation. The regular contribution expenses
constitute an expense for the year in which they are due. For 2010, benefits paid for defined contribution plans for the company amounted to 44m US dollar compared to 43m US dollar for 2009 and 17m US dollar for 2008.

DEFINED BENEFIT PLANS

During 2010, the
company contributed to 66 defined benefit plans, of which 49 are retirement plans and 17 are medical cost plans. Most plans provide benefits related to pay and years of service. The German, French and Luxemburg plans are unfunded while



F-47



---

##### Table of Contents

Belgian, Canadian, UK and US plans are partially funded. The assets of the other plans are held in legally separate funds set up in accordance with applicable legal requirements and common
practice in each country. The medical cost plans in Canada, US, Belgium and Brazil provide medical benefits to employees and their families after retirement.

The present value of funded obligations includes a 289m US dollar liability related to two medical plans, for which the benefits are provided through the Fundação Antonio Helena Zerrenner
(FAHZ). The FAHZ is a legally distinct entity which provides medical, dental, educational and social assistance to current and retired employees of AmBev. On 31 December 2010, the actuarial liabilities related to the benefits
provided by the FAHZ are fully offset by an equivalent amount of assets existing in the fund. The net liability recognized in the balance sheet is nil.

The employee benefit net liability amounts to 2 733 m US dollar as of 31 December 2010 compared to 2 601m US dollar as of 31 December 2009. The plan assets value increase of 429m US dollar in
2010 driven by better market performance and plan contributions was primarily offset by 537m US dollar of increase in benefit obligations resulting mainly from changes in actuarial assumptions (unfavorable changes in discount rates and inflation
assumptions).

The companys net liability for post-employment and long-term employee benefit plans comprises the following at 31
December:



|                                                  |  |      |        |   |      |  |        |  
|------------------------------------------------- |  | ---- | ------ | - | ---- |  | ------ | -
|Million US dollar                                 |  | 2010 |        |   | 2009 | 
|Present value of funded obligations               |  |      | (6 218 | ) |      |  | (5 728 | )
|Fair value of plan assets                         |  |      | 5 074  |   |      |  | 4 645  |  
|                                                  |  |      |        |   |      |  |        |  
|Present value of net obligations for funded plans |  |      | (1 144 | ) |      |  | (1 083 | )
|Present value of unfunded obligations             |  |      | (1 178 | ) |      |  | (1 131 | )
|                                                  |  |      |        |   |      |  |        |  
|Present value of net obligations                  |  |      | (2 322 | ) |      |  | (2 214 | )
|                                                  |  |     
|Unrecognized past service cost                    |  |      | (17    | ) |      |  | 2      |  
|Unrecognized asset                                |  |      | (378   | ) |      |  | (371   | )
|                                                  |  |      |        |   |      |  |        |  
|Net liability                                     |  |      | (2 717 | ) |      |  | (2 583 | )
|                                                  |  |     
|Other long term employee benefits                 |  |      | (16    | ) |      |  | (18    | )
|                                                  |  |      |        |   |      |  |        |  
|Total employee benefits                           |  |      | (2 733 | ) |      |  | (2 601 | )
|                                                  |  |     
|Employee benefits amounts in the balance sheet:   |  |      |        |   |      |  |        |  
|Liabilities                                       |  |      | (2 746 | ) |      |  | (2 611 | )
|Assets                                            |  |      | 13     |   |      |  | 10     |  
|                                                  |  |      |        |   |      |  |        |  
|Net liability                                     |  |      | (2 733 | ) |      |  | (2 601 | )

The changes in the present value of
the defined benefit obligations are as follows:



|                                           |  |      |        |   |      |  |        |      |  |  |        |  
|------------------------------------------ |  | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|Million US dollar                          |  | 2010 |        |   | 2009 |  |        | 2008 | 
|Defined benefit obligation at 1 January    |  |      | (6 856 | ) |      |  | (6 565 | )    |  |  | (3 888 | )
|Current service costs                      |  |      | (104   | ) |      |  | (124   | )    |  |  | (80    | )
|Contribution by plan participants          |  |      | (5     | ) |      |  | (14    | )    |  |  | (13    | )
|Acquisitions through business combinations |  |      |       |   |      |  |       |      |  |  | (3 724 | )
|New past service cost                      |  |      | (68    | ) |      |  | 186    |      |  |  | (2     | )
|Interest cost                              |  |      | (428   | ) |      |  | (416   | )    |  |  | (250   | )
|Actuarial losses                           |  |      | (378   | ) |      |  | (126   | )    |  |  | (87    | )
|(Losses)/gains on curtailments             |  |      | (3     | ) |      |  | 92     |      |  |  | (17    | )
|Reclassifications from provisions          |  |      | (2     | ) |      |  |       |      |  |  | 31     |  
|Settlements                                |  |      | 15     |   |      |  |       |      |  |  |       |  
|Exchange differences                       |  |      | (29    | ) |      |  | (430   | )    |  |  | 871    |  
|Benefits paid                              |  |      | 462    |   |      |  | 541    |      |  |  | 594    |  
|                                           |  |      |        |   |      |  |        |      |  |  |        |  
|Defined benefit obligation at 31 December  |  |      | (7 396 | ) |      |  | (6 856 | )    |  |  | (6 565 | )

The changes in the fair value of
plan assets are as follows:



|                                           |  |      |       |   |      |  |       |      |  |  |       |  
|------------------------------------------ |  | ---- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | -
|Million US dollar                          |  | 2010 |       |   | 2009 |  |       | 2008 | 
|Fair value of plan assets at 1 January     |  |      | 4 645 |   |      |  | 3 873 |      |  |  | 3 321 |  
|Acquisitions through business combinations |  |      |      |   |      |  |      |      |  |  | 2 030 |  
|Expected return                            |  |      | 369   |   |      |  | 317   |      |  |  | 262   |  
|Actuarial gains and (losses)               |  |      | 117   |   |      |  | 396   |      |  |  | (606  | )
|Contributions by AB InBev                  |  |      | 358   |   |      |  | 173   |      |  |  | 207   |  
|Contributions by plan participants         |  |      | 5     |   |      |  | 14    |      |  |  | 13    |  
|Exchange differences                       |  |      | 40    |   |      |  | 416   |      |  |  | (743  | )
|Other                                      |  |      | 2     |   |      |  | (3    | )    |  |  | 16    |  
|Benefits paid                              |  |      | (462  | ) |      |  | (541  | )    |  |  | (627  | )
|                                           |  |      |       |   |      |  |       |      |  |  |       |  
|Fair value of plan assets at 31 December   |  |      | 5 074 |   |      |  | 4 645 |      |  |  | 3 873 |  

The acquisition through
business combinations in 2008 stems from the acquisition of Anheuser-Busch.

Actual return on plans assets amounted to a gain of 486m US
dollar in 2010 compared to a gain of 713m US dollar in 2009 (2008 loss: 344m dollar). This is mostly driven by investment returns generally in excess of long term expectations particularly in the UK, US, Netherlands and Canada.

The increase in contributions by AB InBev (358m US dollar in 2010 versus 173m US dollar in 2009) is primarily explained by minimum contribution
requirements in US plans. The 2009 decrease in contributions by AB InBev (173m US dollar versus 207m US dollar in 2008) is primarily explained by lower contributions in the Canadian plans.



F-48



---

##### Table of Contents

The expense recognized in the income statement with regard to defined benefit plans is detailed as follows:



|                                              |  |      |      |   |       |  |      |       |  |  |      |  
|--------------------------------------------- |  | ---- | ---- | - | ----- |  | ---- | ----- |  |  | ---- | -
|Million US dollar                             |  | 2010 |      |   | 20091 |  |      | 20081 | 
|Current service costs                         |  |      | (104 | ) |       |  | (123 | )     |  |  | (68  | )
|Interest cost                                 |  |      | (428 | ) |       |  | (416 | )     |  |  | (250 | )
|Expected return on plan assets                |  |      | 369  |   |       |  | 317  |       |  |  | 260  |  
|Past service cost                             |  |      | (68  | ) |       |  | 133  |       |  |  | (12  | )
|(Losses)/gains on settlements or curtailments |  |      | 14   |   |       |  | 120  |       |  |  | (23  | )
|Asset limitation                              |  |      |     |   |       |  | (30  | )     |  |  | (26  | )
|                                              |  |      |      |   |       |  |      |       |  |  |      |  
|                                              |  |      | (217 | ) |       |  | 1    |       |  |  | (119 | )

In 2010, early termination benefits
and other plan changes, mainly in the US, increased the amortized past service cost.

In 2009, as part of the Anheuser-Busch integration into
AB InBev, a curtailment was recognized following the amendment of certain US pension and post-retirement healthcare benefits. The effect of these changes was recorded through the income statement and led to an additional income amount of 240m US
dollar.

The employee benefit expense is included in the following line items of the income statement:



|                               |  |      |      |   |      |  |     |      |  |  |      |  
|------------------------------ |  | ---- | ---- | - | ---- |  | --- | ---- |  |  | ---- | -
|Million US dollar              |  | 2010 |      |   | 2009 |  |     | 2008 | 
|Cost of sales                  |  |      | (99  | ) |      |  | (66 | )    |  |  | (31  | )
|Distribution expenses          |  |      | (17  | ) |      |  | (29 | )    |  |  | (20  | )
|Sales and marketing expenses   |  |      | (12  | ) |      |  | (30 | )    |  |  | (10  | )
|Administrative expenses        |  |      | (22  | ) |      |  | (42 | )    |  |  | (34  | )
|Other operating income/expense |  |      |     |   |      |  | 168 |      |  |  |     |  
|Exceptional items              |  |      | (67  | ) |      |  |    |      |  |  | (24  | )
|                               |  |      |      |   |      |  |     |      |  |  |      |  
|                               |  |      | (217 | ) |      |  | 1   |      |  |  | (119 | )

Weighted average assumptions used
in computing the benefit obligations at the balance sheet date are as follows:



|                                          |  |                            |  |                            |  |                           
|----------------------------------------- |  | -------------------------- |  | -------------------------- |  | --------------------------
|                                          |  | 2010                       |  | 2009                       |  | 2008                      
|Discount rate                             |  | 6.1%                       |  | 6.5%                       |  | 6.5%                      
|Future salary increases                   |  | 3.0%                       |  | 2.8%                       |  | 3.3%                      
|Future pension increases                  |  | 2.8%                       |  | 2.6%                       |  | 2.2%                      
|Medical cost trend rate                   |  | 8.1% p.a. reducing to 5.8% |  | 7.9% p.a. reducing to 5.6% |  | 9.0% p.a. reducing to 6.6%
|Life expectation for a 65 year old male   |  | 83                         |  | 82                         |  | 81                        
|Life expectation for a 65 year old female |  | 85                         |  | 84                         |  | 85                        

Weighted average
price inflation assumption used in computing the benefit obligations at the balance sheet date was 2.6% for 2010 and 2009.

Weighted average
assumptions used in computing the net periodic pension cost for the year are as follows:



|                               |  |                            |  |                            |  |                           
|------------------------------ |  | -------------------------- |  | -------------------------- |  | --------------------------
|                               |  | 2010                       |  | 2009                       |  | 2008                      
|Discount rate                  |  | 6.5%                       |  | 6.5%                       |  | 4.9%                      
|Expected return on plan assets |  | 8.1%                       |  | 8.2%                       |  | 6.2%                      
|Future salary increases        |  | 2.8%                       |  | 3.3%                       |  | 3.1%                      
|Future pension increases       |  | 2.6%                       |  | 2.2%                       |  | 1.8%                      
|Medical cost trend rate        |  | 7.9% p.a. reducing to 5.6% |  | 8.9% p.a. reducing to 6.6% |  | 6.5% p.a. reducing to 3.8%

Several factors are considered in developing the estimate for the long-term expected rate of return on plan assets. For the defined benefit plans, these
include historical rates of return of broad equity and bond indices and projected long-term rates of return from pension investment consultants; taking into account different markets where AB InBev has plan assets.

The expected rates of return on individual categories of plan assets are determined by reference to relevant indices based on advice of external
valuation experts. The overall expected rate of return is calculated by weighting the expected rates of return for each asset class in accordance with the anticipated share in the total investment portfolio.

Assumed medical cost trend rates have a significant effect on the amounts recognized in profit or loss. A one percentage point change in the assumed
medical cost trend rates would have the following effects (note that a positive amount refers to a decrease in the obligations or cost while a negative amount refers to an increase in the obligations or cost):



|                                                                               |  |                         |     |   |                         |  |    |                         |  |  |                         |   |  |                         |    |  |                         |  |     |   |  |  |    | 
|------------------------------------------------------------------------------ |  | ----------------------- | --- | - | ----------------------- |  | -- | ----------------------- |  |  | ----------------------- | - |  | ----------------------- | -- |  | ----------------------- |  | --- | - |  |  | -- | 
|Million US dollar                                                              |  | 2010                    |     |   | 2009                    |  |    | 2008                    | 
|                                                                               |  | 100 basispointsincrease |     |   | 100 basispointsdecrease |  |    | 100 basispointsincrease |  |  | 100 basispointsdecrease |   |  | 100 basispointsincrease |    |  | 100 basispointsdecrease | 
|Medical cost trend rate                                                        |  |                         |     |   |                         |  |    |                         |  |  |                         |   |  |                         |    |  |                         |  |     |   |  |  |    | 
|Effect on the aggregate of the service cost and interest cost of medical plans |  |                         | (10 | ) |                         |  | 10 |                         |  |  | (6                      | ) |  |                         | 5  |  |                         |  | (4  | ) |  |  | 4  | 
|Effect on the defined benefit obligation for medical cost                      |  |                         | (74 | ) |                         |  | 73 |                         |  |  | (77                     | ) |  |                         | 70 |  |                         |  | (38 | ) |  |  | 32 | 



|1 | Reclassified to conform to the 2010 presentation.
|- | -------------------------------------------------



F-49



---

##### Table of Contents

In line with the IAS 1 Presentation of Financial Statements disclosure requirements on key sources of
estimation uncertainty AB InBev has included the results of its sensitivity analysis with regard to the discount rate, the future salary increase and the longevity assumptions.



|                                                                                       |  |                        |      |   |                        |  |      |                        |  |  |                        |   |  |                        |      |   |                        |  |     |   |  |  |      |  
|-------------------------------------------------------------------------------------- |  | ---------------------- | ---- | - | ---------------------- |  | ---- | ---------------------- |  |  | ---------------------- | - |  | ---------------------- | ---- | - | ---------------------- |  | --- | - |  |  | ---- | -
|Million US dollar                                                                      |  | 2010                   |      |   | 2009                   |  |      | 2008                   | 
|                                                                                       |  | 50 basispointsincrease |      |   | 50 basispointsdecrease |  |      | 50 basispointsincrease |  |  | 50 basispointsdecrease |   |  | 50 basispointsincrease |      |   | 50 basispointsdecrease | 
|Discount rate                                                                          |  |                        |      |   |                        |  |      |                        |  |  |                        |   |  |                        |      |   |                        |  |     |   |  |  |      |  
|Effect on the aggregate of the service cost and interest cost of defined benefit plans |  |                        | 3    |   |                        |  | (1   | )                      |  |  | 7                      |   |  |                        | (6   | ) |                        |  | 3   |   |  |  | (3   | )
|Effect on the defined benefit obligation                                               |  |                        | 445  |   |                        |  | (475 | )                      |  |  | 435                    |   |  |                        | (476 | ) |                        |  | 156 |   |  |  | (173 | )
|                                                                                       |  |                        |     
|Million US dollar                                                                      |  | 2010                   |      |   | 2009                   |  |      | 2008                   | 
|                                                                                       |  | 50 basispointsincrease |      |   | 50 basispointsdecrease |  |      | 50 basispointsincrease |  |  | 50 basispointsdecrease |   |  | 50 basispointsincrease |      |   | 50 basispointsdecrease | 
|Future salary increase                                                                 |  |                        |      |   |                        |  |      |                        |  |  |                        |   |  |                        |      |   |                        |  |     |   |  |  |      |  
|Effect on the aggregate of the service cost and interest cost of defined benefit plans |  |                        | (3   | ) |                        |  | 3    |                        |  |  | (4                     | ) |  |                        | 4    |   |                        |  | (4  | ) |  |  | 3    |  
|Effect on the defined benefit obligation                                               |  |                        | (30  | ) |                        |  | 28   |                        |  |  | (46                    | ) |  |                        | 45   |   |                        |  | (25 | ) |  |  | 22   |  
|                                                                                       |  |                        |     
|Million US dollar                                                                      |  | 2010                   |      |   | 2009                   |  |      | 2008                   | 
|                                                                                       |  | One yearincrease       |      |   | One yeardecrease       |  |      | One yearincrease       |  |  | One yeardecrease       |   |  | One yearincrease       |      |   | One yeardecrease       | 
|Longevity                                                                              |  |                        |      |   |                        |  |      |                        |  |  |                        |   |  |                        |      |   |                        |  |     |   |  |  |      |  
|Effect on the aggregate of the service cost and interest cost of defined benefit plans |  |                        | (12  | ) |                        |  | 12   |                        |  |  | (6                     | ) |  |                        | 7    |   |                        |  | (7  | ) |  |  | 7    |  
|Effect on the defined benefit obligation                                               |  |                        | (195 | ) |                        |  | 197  |                        |  |  | (105                   | ) |  |                        | 108  |   |                        |  | (65 | ) |  |  | 64   |  

The above are purely hypothetical
changes in individual assumptions holding all other assumptions constant: economic conditions and changes therein will often affect multiple assumptions at the same time and the effects of changes in key assumptions are not linear. Therefore, the
above information is not necessarily a reasonable representation of future results.

The fair value of plan assets at 31 December
consists of the following:



|                    |  |      |     |   |      |  |     |  
|------------------- |  | ---- | --- | - | ---- |  | --- | -
|                    |  | 2010 |     |   | 2009 | 
|Government bonds    |  |      | 34  | % |      |  | 27  | %
|Corporate bonds     |  |      | 13  | % |      |  | 16  | %
|Equity instruments  |  |      | 49  | % |      |  | 53  | %
|Property            |  |      | 2   | % |      |  | 2   | %
|Cash                |  |      | 1   | % |      |  | 1   | %
|Insurance contracts |  |      | 1   | % |      |  | 1   | %
|                    |  |      |     |   |      |  |     |  
|                    |  |      | 100 | % |      |  | 100 | %

The change in allocation of the fair value
of plan assets in 2010 is mainly due to the increase in the valuation of the US plan assets as well as an increase in the fixed income allocation.

The five year history of the present value of the defined benefit obligations, the fair value of the plan assets and the deficit in the plans is as follows:



|                                                             |  |      |        |   |      |  |        |              |  |  |        |   |  |      |        |   |      |  |        |   |  |  |        |  
|------------------------------------------------------------ |  | ---- | ------ | - | ---- |  | ------ | ------------ |  |  | ------ | - |  | ---- | ------ | - | ---- |  | ------ | - |  |  | ------ | -
|Million US dollar                                            |  | 2010 |        |   | 2009 |  |        | 2008Adjusted |  |  | 2008   |   |  | 2007 |        |   | 2006 | 
|Present value of the defined benefit obligations             |  |      | (7 396 | ) |      |  | (6 856 | )            |  |  | (6 565 | ) |  |      | (6 591 | ) |      |  | (3 888 | ) |  |  | (3 558 | )
|Fair value of plan assets                                    |  |      | 5 074  |   |      |  | 4 645  |              |  |  | 3 873  |   |  |      | 3 873  |   |      |  | 3 321  |   |  |  | 2 804  |  
|Deficit                                                      |  |      | (2 322 | ) |      |  | (2 211 | )            |  |  | (2 692 | ) |  |      | (2 718 | ) |      |  | (567   | ) |  |  | (754   | )
|Experience adjustments: (increase)/decrease plan liabilities |  |      | (15    | ) |      |  | 42     |              |  |  | 289    |   |  |      | 289    |   |      |  | 32     |   |  |  | (8     | )
|Experience adjustments: increase/(decrease) plan assets      |  |      | 117    |   |      |  | 390    |              |  |  | (606   | ) |  |      | (606   | ) |      |  | (78    | ) |  |  | 87     |  

AB InBev expects to contribute
approximately 310m US dollar for its funded defined benefit plans and 97m US dollar in benefit payments to its unfunded defined benefit plans and post-retirement medical plans in 2011.

26. SHARE-BASED PAYMENTS

Different share option programs allow
company senior management and members of the board of directors to acquire shares of AB InBev or AmBev. AB InBev has three primary share-based compensation plans, the long-term incentive warrant plan (LTI Warrant Plan), established
in 1999, the share-based compensation plan (Share-Based Compensation Plan), established in 2006 and amended as from 2010, and the long-term incentive stock-option plan, established in 2009. For all option plans, the fair value of
share-based payment compensation is estimated at grant date, using the binomial Hull model, modified to reflect the IFRS 2 Share-based Payment requirement that assumptions about forfeiture before the end of the vesting period cannot impact
the fair value of the option.

Share-based payment transactions resulted in a total expense of 156m US dollar for the year 2010 (including the
variable compensation expense settled in shares), as compared to 208m US dollar for the year 2009 and 62m US dollar for the year 2008.

SHARE-BASED COMPENSATION PLAN



F-50



---

##### Table of Contents

Since 2006, the Share-Based Compensation Plan provides that members of AB InBevs executive board of
management and certain other senior employees are granted bonuses, half of which is settled in shares to be held for three years, the shares being valued at their market price at the time of grant. With respect to the other half of the bonus,
participants may elect to receive cash or to invest all or half of the remaining part of their bonus in shares to be held for five years. Such voluntary deferral leads to a company option match, which vests after five years, provided that predefined
financial targets are met or exceeded. If the remaining half is completely invested in shares, the number of matching options granted will be equal to 4.6 times the number of shares corresponding to the gross amount of the bonus invested. If the
remaining half is invested at 50% in shares, the number of matching options granted will be equal to 2.3 times the number of shares corresponding to the gross amount of the bonus invested. Upon exercise, holders of the matching options may be
entitled to receive from AB InBev a cash payment equal to the dividends declared since the options were granted. The fair value of the matching options is estimated at the grant date using a binomial Hull model, and is expensed over the vesting
period. These options have a life of 10 years.

During 2010, AB InBev issued 0.7m of matching options in relation to the bonus for the second
half of 2009, based on the Share-Based Compensation Plan as described above. These options represent a fair value of approximately 13.2m US dollar and cliff vest after 5 years.

As from 1 January 2010, the structure of the Share-Based Compensation Plan for certain executives, including the executive board of management and other senior management in the general headquarters,
has been modified. These executives will receive their bonus in cash but will have the choice to invest some or all of the value of their bonus in AB InBev shares with a five-year vesting period, referred to as bonus shares. The company will match
such voluntary investment by granting three matching shares for each bonus share voluntarily invested, up to a limited total percentage of each executives bonus. The matching shares are granted in the form of restricted stock units which have
a 5 year vesting period. From 1 January 2011, the new plan structure will apply to all other senior management.

During 2010, AB InBev
issued 0.8m of matching restricted stock units according to the new Share-Based Compensation Plan as described above, in relation to the second half 2009 bonus. These matching restricted stock units are valued at the share price at the day of grant,
representing a fair value of approximately 36.5m US dollar, and cliff vest after 5 years.

LTI WARRANT PLAN

The company has issued warrants, or rights to subscribe for newly issued shares, under the LTI plan for the benefit of directors and, until 2006, members
of the executive board of management and other senior employees. Since 2007, members of the executive board of management and other employees are no longer eligible to receive warrants under the LTI plan, but instead receive a portion of their
compensation in the form of shares and options granted under the Share-Based Compensation Plan. Each LTI warrant gives its holder the right to subscribe for one newly issued share. The exercise price of LTI warrants is equal to the average price of
the companys shares on the regulated market of Euronext Brussels during the 30 days preceding their issue date. LTI warrants granted in the years prior to 2007 have a duration of 10 years; LTI warrants granted as from 2007 (and in 2003) have a
duration of 5 years. LTI warrants are subject to a vesting period ranging from one to three years.

During 2010, 0.2m warrants were granted to
members of the board of directors. These warrants vest in equal annual installments over a three-year period (one third on 1 January of 2012, one third on 1 January 2013 and one third on 1 January 2014) and represent a fair value of
approximately 2.3m US dollar.

LONG-TERM INCENTIVE STOCK-OPTION PLAN

As from 1 July 2009, senior employees are eligible for an annual long-term incentive to be paid out in LTI stock options (or, in future, similar share-based instruments), depending on
managements assessment of the employees performance and future potential.

In December 2009 AB InBev issued 1.6m LTI stock options
with an estimated fair value of 21.0m US dollar. In November 2010 AB InBev issued 4.1m LTI stock options with an estimated fair value of 62.4m US dollar, whereby 1.2m options relate to American Depositary Shares (ADSs) and 2.9m options to
AB InBev shares.

In addition to awards granted under the plans described above, the company offered stock options to a small group of senior
executives in November 2008 and April 2009. AB InBev believes that the selected executives will help implement a successful integration of Anheuser-Busch Companies, Inc., which will underpin AB InBevs ability to quickly deleverage. The
number of options offered was 28.4m in 2008 and 4.9m in 2009, representing a combined fair value of approximately 383.9m US dollar. One half of the stock options granted in November 2008 have a life of 10 years as from granting and vest on
1 January 2014; the other half has a life of 15 years as from granting and vest on 1 January 2019. The stock options granted in April 2009 have a life of 10 years as from granting and vest on 1 January 2014. Vesting is conditional
upon achievement of certain predefined financial targets.

In order to encourage management mobility, in particular for the benefit of
executives moving to the United States, an options exchange program was executed in 2009 whereby 4.4m unvested options were exchanged against 2.8m restricted shares that will remain locked-up until 31 December 2018. 47m US dollar cost was
reported in the second half of 2009 related to the acceleration of the IFRS 2 cost following this exchange in accordance with IFRS 2. In 2010, a similar options exchange program was executed whereby 0.3m unvested options were exchanged against 0.2m
restricted shares that will remain locked-up until 31 December 2018. Furthermore, to encourage management mobility, certain options granted have been modified whereby the dividend protected feature of these options have been cancelled and
replaced by the issuance of 5.7m options in 2009 and 0.2m options in 2010 representing the economic value of the dividend protection feature. As there was no change between the fair value of the original award immediately before the modification and
the fair value of the modified award immediately after the modification, no additional expense was recorded as a result of the modification.

As from 2010 AB InBev has in place three specific long-term restricted stock unit programs. One program allows for the offer of restricted stock units to
certain employees in certain specific circumstances, whereby grants are made at the discretion of the CEO, e.g. to compensate for assignments of expatriates in countries with difficult living conditions. The restricted stock units vest after five
years and in case of termination of service before the vesting date, special forfeiture rules apply. In 2010, 0.1m restricted stock units with an estimated fair value of 6.5m US dollar were granted under this program to a selected number of
employees.



F-51



---

##### Table of Contents

A second program allows for the exceptional offer of restricted stock units to certain employees at the
discretion of the Remuneration Committee of AB InBev as a long-term retention incentive for key employees of the company. Employees eligible to receive a grant under this program receive 2 series of restricted stock units, the first half of the
restricted stock units vesting after five years, the second half after 10 years. In case of termination of service before the vesting date, special forfeiture rules apply. In December 2010 0.3m restricted stock units with an estimated fair value of
18m US dollar were granted under this program to a selected number of employees.

A third program allows certain employees to purchase company
shares at a discount aimed as a long-term retention incentive for high-potential employees of the company, who are at a mid-manager level (People bet share purchase program). The voluntary investment in company shares leads to the grant
of 3 matching shares for each share invested. The discount and matching shares are granted in the form of restricted stock units which vest after 5 years. In case of termination before the vesting date, special forfeiture rules apply. In 2010, there
was no grant under this program.

As per the terms of the Anheuser-Busch merger agreement, the company offered 5.9m options with a fair value
of 53.6m US dollar following the approval of the AB InBev shareholders meeting of April 2009. Furthermore the company offered in December 2009 3m options with an estimated fair value of 39.2m US dollar.

During 2009, a limited number of Anheuser-Busch shareholders who are part of the senior management of Anheuser-Busch were given the opportunity to
purchase AB InBev shares (0.6m) at a discount of 16.7% provided that they stay in service for another five years. The fair value of this transaction amounts to approximately 2.9m US dollar and is expensed over the five year service period.

The weighted average fair value of the options and assumptions used in applying the AB InBev option pricing model for the 2010 grants of
awards described above are as follows:



|                                                 |  |      |       |   |      |  |       |       |  |  |       |  
|------------------------------------------------ |  | ---- | ----- | - | ---- |  | ----- | ----- |  |  | ----- | -
|Amounts in US dollar unless otherwise indicated1 |  | 2010 |       |   | 2009 |  |       | 20082 | 
|Fair value of options and warrants granted       |  |      | 14.59 |   |      |  | 13.99 |       |  |  | 38.17 |  
|Share price                                      |  |      | 51.71 |   |      |  | 29.03 |       |  |  | 90.58 |  
|Exercise price                                   |  |      | 51.61 |   |      |  | 21.62 |       |  |  | 86.62 |  
|Expected volatility                              |  |      | 26    | % |      |  | 32    | %     |  |  | 24    | %
|Expected dividends                               |  |      | 2.35  | % |      |  | 0.85  | %     |  |  | 0.16  | %
|Risk-free interest rate                          |  |      | 3.29  | % |      |  | 3.49  | %     |  |  | 4.47  | %

Since the acceptance period of the options
is 2 months, the fair value was determined as the average of the fair values calculated on a weekly basis during the two months offer period.

Expected volatility is based on historical volatility calculated using 1 506 days of historical data. In the determination of the expected volatility, AB
InBev is excluding the volatility measured during the period 15 July 2008 until 30 April 2009, in view of the extreme market conditions experienced during that period. The binomial Hull model assumes that all employees would immediately
exercise their options if the AB InBev share price is 2.5 times above the exercise price. As a result, no single expected option life applies.

The total number of outstanding options developed as follows:



|                                                                                      |  |      |      |   |      |  |      |       |  |  |      |  
|------------------------------------------------------------------------------------- |  | ---- | ---- | - | ---- |  | ---- | ----- |  |  | ---- | -
|Million Options and Warrants                                                          |  | 2010 |      |   | 2009 |  |      | 20082 | 
|Options and warrants outstanding at 1 January                                         |  |      | 50.8 |   |      |  | 8.8  |       |  |  | 6.3  |  
|Options and warrants issued during the year                                           |  |      | 9.8  |   |      |  | 50.3 |       |  |  | 1.1  |  
|Options and warrants exercised during the year                                        |  |      | (1.8 | ) |      |  | (6.6 | )     |  |  | (1.2 | )
|Options and warrants forfeited during the year                                        |  |      | (2.7 | ) |      |  | (1.7 | )     |  |  | (0.4 | )
|Additional options and warrants granted as a result of the December 2008 rights issue |  |      |     |   |      |  |     |       |  |  | 3.0  |  
|                                                                                      |  |      |      |   |      |  |      |       |  |  |      |  
|Options outstanding at end of December                                                |  |      | 56.1 |   |      |  | 50.8 |       |  |  | 8.8  |  

As a consequence of the rights
issue that took place in November 2008, the exercise price and the number of options were adjusted with the intention of preserving the rights of the existing option holders. The terms and conditions of the new options are the same as those of the
existing options to which they relate. For vesting purposes, they are treated as if they have been issued at the same time as the existing options, and are exercisable in the same manner and under the same conditions. The company accounted for the
dilutive effect of the rights issuance by applying the ratio method as set out in the NYSE Euronext Liffes Harmonised Corporate Actions Policy pursuant to which both the number of existing options and the exercise price were
adjusted by a ratio of 0.6252. The adjusted exercise price of the options equals the original exercise price multiplied by the adjustment ratio. The adjusted number of options equals the original number of options divided by the adjustment ratio. As
a result, during the fourth quarter of 2008, 3m additional options (1.4m and 1.6m options under the Share-based Compensation Plan and the LTI Warrant Plan, respectively) were granted to employees in order to compensate for the dilutive effect of the
rights issue. As there was no change between the fair value of the original award immediately before the modification and the fair value of the modified award immediately after the modification, no additional expense was recorded as a result of the
modification.

The range of exercise prices of the outstanding options is between 10.32 euro (13.79 US dollar) and 58.31 euro (77.91 US
dollar) while the weighted average remaining contractual life is 9.00 years.

Of the 56.1m outstanding options 5.3m options are vested at
31 December 2010.

The weighted average exercise price of the options is as follows:



|                                              |  |      |       |  |      |  |       |      |  |  |       |  
|--------------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | -
|Amounts in US
dollar1                         |  | 2010 |       |  | 2009 |  |       | 2008 | 
|Options and warrants outstanding at 1 January |  |      | 27.37 |  |      |  | 34.42 |      |  |  | 46.50 |  
|Granted during the year                       |  |      | 51.86 |  |      |  | 24.78 |      |  |  | 76.92 | 3



|1 | Amounts have been converted to US dollar at the closing rate of the respective period.
|- | --------------------------------------------------------------------------------------

|2 | Not adjusted for the NYSE Euronext 'ratio method' as applied after the rights issue of 17 December 2008 (adjustment factor 0.6252).
|- | -----------------------------------------------------------------------------------------------------------------------------------

|3 | Pre rights issue.
|- | -----------------



F-52



---

##### Table of Contents

|                                            |  |  |       |  |  |  |       |  |  |  |       | 
|------------------------------------------- |  |  | ----- |  |  |  | ----- |  |  |  | ----- | 
|Granted during the year (adjustment factor) |  |  |      |  |  |  |      |  |  |  | 32.87 | 
|Forfeited during the year                   |  |  | 27.76 |  |  |  | 27.48 |  |  |  | 56.63 | 
|Exercised during the year                   |  |  | 25.81 |  |  |  | 18.94 |  |  |  | 32.76 | 
|Outstanding at the end of December          |  |  | 29.88 |  |  |  | 27.37 |  |  |  | 34.42 | 
|Exercisable at the end of December          |  |  | 30.71 |  |  |  | 31.16 |  |  |  | 23.66 | 

For share options exercised during
2010 the weighted average share price at the date of exercise was 41.41 euro (55.34 US dollar).

AMBEV SHARE-BASED COMPENSATION PLAN

Since 2005, AmBev has had a plan which is substantially similar to the Share-Based Compensation Plan under which bonuses granted to
company employees and management are partially settled in shares. Under an equivalent 5 year cliff vesting plan, AmBev has issued in 2010, 3.2m options for which the fair value amounts to approximately 38m US dollar. Under the Share-Based
Compensation Plan as modified as of 2010, AmBev issued 0.2m restricted stock units with an estimated fair value of 4m US dollar.

As from
2010, senior employees are eligible for an annual long-term incentive to be paid out in AmBev LTI stock options (or, in future, similar share-based instruments), depending on managements assessment of the employees performance and future
potential. In 2010 AmBev issued 3.4m LTI stock options with an estimated fair value of 37m US dollar.

The weighted fair value of the options
and assumptions used in applying a binomial option pricing model for the 2010 AmBev grant are as follows:



|                                                 |  |      |       |   |       |  |       |       |  |  |       |  
|------------------------------------------------ |  | ---- | ----- | - | ----- |  | ----- | ----- |  |  | ----- | -
|Amounts in US dollar unless otherwise indicated1 |  | 2010 |       |   | 20092 |  |       | 20082 | 
|Fair value of options granted                    |  |      | 11.24 |   |       |  | 10.40 |       |  |  | 8.90  |  
|Share price                                      |  |      | 24.09 |   |       |  | 15.39 |       |  |  | 14.30 |  
|Exercise price                                   |  |      | 24.57 |   |       |  | 14.94 |       |  |  | 14.30 |  
|Expected volatility                              |  |      | 28    | % |       |  | 45    | %     |  |  | 33    | %
|Expected dividends                               |  |      | 2.57  | % |       |  | 0.00  | %     |  |  | 0.00  | %
|Risk-free interest rate                          |  |      | 12.24 | % |       |  | 12.64 | %     |  |  | 12.50 | %

The total number of outstanding AmBev
options developed as follows:



|                                       |  |      |      |   |       |  |      |       |  |  |      |  
|-------------------------------------- |  | ---- | ---- | - | ----- |  | ---- | ----- |  |  | ---- | -
|Million options                        |  | 2010 |      |   | 20092 |  |      | 20082 | 
|Options outstanding at 1 January       |  |      | 20.6 |   |       |  | 14.1 |       |  |  | 11.5 |  
|Options issued during the year         |  |      | 6.6  |   |       |  | 8.2  |       |  |  | 4.0  |  
|Options exercised during the year      |  |      | (0.5 | ) |       |  | (0.6 | )     |  |  | (0.7 | )
|Options forfeited during the year      |  |      | (0.4 | ) |       |  | (1.1 | )     |  |  | (0.7 | )
|                                       |  |      |      |   |       |  |      |       |  |  |      |  
|Options outstanding at end of December |  |      | 26.3 |   |       |  | 20.6 |       |  |  | 14.1 |  

Following the decision of the
General Meeting of Shareholders of 17 December 2010, each common and preferred share issued by AmBev was split into 5 shares, without any modification to the amount of the capital stock of AmBev. As a consequence of the split of the AmBev
shares with a factor 5, the exercise price and the number of options were adjusted with the intention of preserving the rights of the existing option holders.

The range of exercise prices of the outstanding options is between 11.29 Brazilian real (6.77 US dollar) and 46.80 Brazilian real (28.09 US dollar) while the weighted average remaining contractual life is
8.26 years.

Of the 26.3m outstanding options 1.5m options are vested at 31 December 2010.

The weighted average exercise price of the options is as follows:



|                                   |  |      |       |  |       |  |       |       |  |  |       | 
|---------------------------------- |  | ---- | ----- |  | ----- |  | ----- | ----- |  |  | ----- | 
|Amounts in US dollar               |  | 2010 |       |  | 20092 |  |       | 20082 | 
|Options outstanding at 1 January   |  |      | 12.46 |  |       |  | 11.20 |       |  |  | 9.84  | 
|Granted during the year            |  |      | 24.57 |  |       |  | 14.03 |       |  |  | 11.48 | 
|Forfeited during the year          |  |      | 11.59 |  |       |  | 11.35 |       |  |  | 6.74  | 
|Exercised during the year          |  |      | 7.17  |  |       |  | 6.59  |       |  |  | 8.12  | 
|Outstanding at the end of December |  |      | 14.83 |  |       |  | 11.92 |       |  |  | 8.41  | 
|Exercisable at the end of December |  |      | 7.00  |  |       |  | 6.56  |       |  |  | 4.72  | 

For share options exercised during
2010 the weighted average share price at the date of exercise was 48.04 Brazilian real (28.83 US dollar).

During the fourth quarter of
2010, a limited number of AmBev shareholders who are part of the senior management of AB InBev were given the opportunity to exchange AmBev shares against a total of 0.3m AB InBev shares (2009: 2.1m2008: 0.9m) at a discount of 16.7% provided
that they stay in service for another five years. The fair value of this transaction amounts to approximately 2m US dollar (2009: 11m US dollar2008: 11m US dollar) and is expensed over the five years service period. The fair values of the
AmBev and AB InBev shares were determined based on the market price. In 2009, 20m US dollar of cost was reported related to the acceleration of the vesting of the AmBev share swap for selected employees in accordance with IFRS 2 following the change
in vesting conditions.



|1 | Amounts have been converted to US dollar at the closing rate of the respective period.
|- | --------------------------------------------------------------------------------------

|2 | Amounts have been adjusted for the AmBev share split of 17 December 2010.
|- | -------------------------------------------------------------------------



F-53



---

##### Table of Contents

27. PROVISIONS



|                                            |  |               |      |   |          |  |     |       |  |  |       |   |  |  |       |  
|------------------------------------------- |  | ------------- | ---- | - | -------- |  | --- | ----- |  |  | ----- | - |  |  | ----- | -
|Million US dollar                           |  | Restructuring |      |   | Disputes |  |     | Other |  |  | Total |  
|Balance at 1 January 2010                   |  |               | 230  |   |          |  | 788 |       |  |  | 256   |   |  |  | 1 274 |  
|Effect of changes in foreign exchange rates |  |               | (10  | ) |          |  | 6   |       |  |  | (7    | ) |  |  | (11   | )
|Provisions made                             |  |               | 169  |   |          |  | 224 |       |  |  | 7     |   |  |  | 400   |  
|Provisions used                             |  |               | (142 | ) |          |  | (74 | )     |  |  | (64   | ) |  |  | (280  | )
|Provisions reversed                         |  |               | (43  | ) |          |  | (59 | )     |  |  | (31   | ) |  |  | (133  | )
|Other movements                             |  |               | 37   |   |          |  | (16 | )     |  |  | (121  | ) |  |  | (100  | )
|                                            |  |               |      |   |          |  |     |       |  |  |       |   |  |  |       |  
|Balance at 31 December 2010                 |  |               | 241  |   |          |  | 869 |       |  |  | 40    |   |  |  | 1 150 |  



|                                            |  |               |      |   |          |  |      |       |  |  |       |   |  |  |       |  
|------------------------------------------- |  | ------------- | ---- | - | -------- |  | ---- | ----- |  |  | ----- | - |  |  | ----- | -
|Million US dollar                           |  | Restructuring |      |   | Disputes |  |      | Other |  |  | Total |  
|Balance at 1 January 2009                   |  |               | 461  |   |          |  | 643  |       |  |  | 150   |   |  |  | 1 254 |  
|Effect of changes in foreign exchange rates |  |               | 8    |   |          |  | 114  |       |  |  | 23    |   |  |  | 145   |  
|Provisions made                             |  |               | 140  |   |          |  | 292  |       |  |  | 65    |   |  |  | 497   |  
|Provisions used                             |  |               | (260 | ) |          |  | (74  | )     |  |  | (15   | ) |  |  | (349  | )
|Provisions reversed                         |  |               | (72  | ) |          |  | (213 | )     |  |  | (5    | ) |  |  | (290  | )
|Other movements                             |  |               | (47  | ) |          |  | 26   |       |  |  | 38    |   |  |  | 17    |  
|                                            |  |               |      |   |          |  |      |       |  |  |       |   |  |  |       |  
|Balance at 31 December 2009                 |  |               | 230  |   |          |  | 788  |       |  |  | 256   |   |  |  | 1 274 |  

The restructuring provisions
are primarily explained by the organizational alignments, as explained in Note 8 Exceptional items. Provisions for disputes mainly relate to various disputed direct and indirect taxes and to claims from former employees.

The provisions are expected to be settled within the following time windows:



|                          |  |       |       |  |          |  |     |           |  |  |           |  |  |           |     |  |  |  |     | 
|------------------------- |  | ----- | ----- |  | -------- |  | --- | --------- |  |  | --------- |  |  | --------- | --- |  |  |  | --- | 
|Million US dollar         |  | Total |       |  | < 1 year |  |     | 1-2 years |  |  | 2-5 years |  |  | > 5 years |    
|Restructuring             |  |       |       |  |          |  |     |           |  |  |           |  |  |           |     |  |  |  |     | 
|Reorganization            |  |       | 241   |  |          |  | 134 |           |  |  | 27        |  |  |           | 66  |  |  |  | 14  | 
|                          |  |       |       |  |         
|Disputes                  |  |       |       |  |          |  |     |           |  |  |           |  |  |           |     |  |  |  |     | 
|Income and indirect taxes |  |       | 570   |  |          |  | 27  |           |  |  | 425       |  |  |           | 76  |  |  |  | 42  | 
|Labor                     |  |       | 157   |  |          |  | 37  |           |  |  | 25        |  |  |           | 51  |  |  |  | 44  | 
|Commercial                |  |       | 80    |  |          |  | 19  |           |  |  | 42        |  |  |           | 9   |  |  |  | 10  | 
|Environmental             |  |       | 1     |  |          |  | 1   |           |  |  |          |  |  |           |    |  |  |  |    | 
|Other disputes            |  |       | 61    |  |          |  | 11  |           |  |  | 22        |  |  |           | 21  |  |  |  | 7   | 
|                          |  |       |       |  |          |  |     |           |  |  |           |  |  |           |     |  |  |  |     | 
|                          |  |       | 869   |  |          |  | 95  |           |  |  | 514       |  |  |           | 157 |  |  |  | 103 | 
|Other contingencies       |  |       |       |  |          |  |     |           |  |  |           |  |  |           |     |  |  |  |     | 
|Onerous contracts         |  |       | 5     |  |          |  | 1   |           |  |  |          |  |  |           |    |  |  |  | 4   | 
|Guarantees given          |  |       | 7     |  |          |  |    |           |  |  | 2         |  |  |           | 5   |  |  |  |    | 
|Other contingencies       |  |       | 28    |  |          |  | 8   |           |  |  | 15        |  |  |           | 3   |  |  |  | 2   | 
|                          |  |       |       |  |          |  |     |           |  |  |           |  |  |           |     |  |  |  |     | 
|                          |  |       | 40    |  |          |  | 9   |           |  |  | 17        |  |  |           | 8   |  |  |  | 6   | 
|                          |  |       |       |  |          |  |     |           |  |  |           |  |  |           |     |  |  |  |     | 
|Total provisions          |  |       | 1 150 |  |          |  | 238 |           |  |  | 558       |  |  |           | 231 |  |  |  | 123 | 

Since
1 January 2005 AB InBev is subject to the greenhouse gas emission allowance trading scheme in force in the European Union. Acquired emission allowances are recognized at cost as intangible assets. To the extent that it is expected that the
number of allowances needed to settle the CO2emissions
exceeds the number of emission allowances owned, a provision is recognized. Such a provision is measured at the estimated amount of the expenditure required to settle the obligation. At 31 December 2010, the emission allowances owned fully
covered the expected CO2emissions. As such no provision
needed to be recognized.



F-54



---

##### Table of Contents

28. TRADE AND OTHER PAYABLES

NON-CURRENT TRADE AND OTHER PAYABLES



|                                                           |  |      |       |  |      |  |       | 
|---------------------------------------------------------- |  | ---- | ----- |  | ---- |  | ----- | 
|Million US dollar                                          |  | 2010 |       |  | 2009 | 
|Indirect taxes payable                                     |  |      | 535   |  |      |  | 349   | 
|Trade payables                                             |  |      | 395   |  |      |  | 87    | 
|Cash guarantees                                            |  |      | 12    |  |      |  | 13    | 
|Deferred consideration on acquisitions                     |  |      | 117   |  |      |  | 90    | 
|Derivative financial instruments with negative fair values |  |      | 1 216 |  |      |  | 1 374 | 
|Other payables                                             |  |      | 20    |  |      |  | 66    | 
|                                                           |  |      |       |  |      |  |       | 
|                                                           |  |      | 2 295 |  |      |  | 1 979 | 

CURRENT TRADE AND OTHER
PAYABLES



|                                                           |  |      |        |  |      |  |        | 
|---------------------------------------------------------- |  | ---- | ------ |  | ---- |  | ------ | 
|Million US dollar                                          |  | 2010 |        |  | 2009 | 
|Trade payables and accrued expenses                        |  |      | 6 704  |  |      |  | 5 657  | 
|Payroll and social security payables                       |  |      | 624    |  |      |  | 743    | 
|Indirect taxes payable                                     |  |      | 1 323  |  |      |  | 1 350  | 
|Interest payable                                           |  |      | 874    |  |      |  | 848    | 
|Consigned packaging                                        |  |      | 559    |  |      |  | 523    | 
|Cash guarantees                                            |  |      | 45     |  |      |  | 41     | 
|Derivative financial instruments with negative fair values |  |      | 1 730  |  |      |  | 1 956  | 
|Dividends payable                                          |  |      | 116    |  |      |  | 106    | 
|Deferred income                                            |  |      | 18     |  |      |  | 18     | 
|Deferred consideration on acquisitions                     |  |      | 41     |  |      |  | 59     | 
|Other payables                                             |  |      | 37     |  |      |  | 76     | 
|                                                           |  |      |        |  |      |  |        | 
|                                                           |  |      | 12 071 |  |      |  | 11 377 | 

Derivative financial
instruments with negative fair values mainly reflect the mark-to-market of the interest rate swaps entered into to hedge the Anheuser-Busch acquisition financing (See also Note 29 Risks arising from financial instruments).

29. RISKS ARISING FROM FINANCIAL INSTRUMENTS

AB InBevs activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest risk, cash flow interest risk, commodity risk and equity risk), credit risk
and liquidity risk. The company analyses each of these risks individually as well as on an interconnected basis, and defines strategies to manage the economic impact on the companys performance in line with its financial risk management
policy.

The risk management committee meets on a frequent basis and is responsible for reviewing the results of the risk assessment,
approving recommended risk management strategies, monitoring compliance with the financial risk management policy and reporting to the finance committee of the board of directors.

Some of the companys risk management strategies include the usage of derivatives. Derivative instruments used by the company mainly include forward exchange contracts, exchange traded foreign
currency futures, interest rate swaps, cross currency interest rate swaps (CCIRS), forward rate agreements, exchange traded interest rate futures, equity swaps, aluminum swaps and forwards, exchange traded sugar futures and exchange
traded wheat futures. AB InBevs policy prohibits the use of derivatives in the context of speculative trading.



F-55



---

##### Table of Contents

The following table provides an overview of the derivative financial instruments outstanding at year-end by
maturity bucket. The amounts included in this table are the notional amounts.



|                                   |  |         |       |  |          |  |        |          |  |  |          |  |  |          |       |  |         |  |       |          |  |  |          |  |  |          |       |  |          |  |        |  |  |  |       |  |  |  |       | 
|---------------------------------- |  | ------- | ----- |  | -------- |  | ------ | -------- |  |  | -------- |  |  | -------- | ----- |  | ------- |  | ----- | -------- |  |  | -------- |  |  | -------- | ----- |  | -------- |  | ------ |  |  |  | ----- |  |  |  | ----- | 
|                                   |  | 2010    |       |  | 2009     | 
|Million US dollar                  |  | < 1year |       |  | 1-2years |  |        | 2-3years |  |  | 3-5years |  |  | > 5years |       |  | < 1year |  |       | 1-2years |  |  | 2-3years |  |  | 3-5years |       |  | > 5years | 
|Foreign currency                   |  |         |       |  |          |  |        |          |  |  |          |  |  |          |       |  |         |  |       |          |  |  |          |  |  |          |       |  |          |  |        |  |  |  |       |  |  |  |       | 
|Forward exchange contracts         |  |         | 2 206 |  |          |  | 952    |          |  |  |         |  |  |          |      |  |         |  |      |          |  |  | 2 334    |  |  |          | 410   |  |          |  | 190    |  |  |  |      |  |  |  |      | 
|Foreign currency futures           |  |         | 2 587 |  |          |  | 18     |          |  |  |         |  |  |          |      |  |         |  |      |          |  |  | 1 581    |  |  |          | 6     |  |          |  |       |  |  |  |      |  |  |  |      | 
|Other foreign currency derivatives |  |         |      |  |          |  |       |          |  |  |         |  |  |          |      |  |         |  |      |          |  |  | 330      |  |  |          | 83    |  |          |  |       |  |  |  |      |  |  |  |      | 
|                                   |  |         |       |  |          |  |        |          |  | 
|Interest rate                      |  |         |       |  |          |  |        |          |  |  |          |  |  |          |       |  |         |  |       |          |  |  |          |  |  |          |       |  |          |  |        |  |  |  |       |  |  |  |       | 
|Interest rate swaps                |  |         | 216   |  |          |  | 70 196 |          |  |  | 6 153    |  |  |          | 4 750 |  |         |  | 180   |          |  |  | 17 324   |  |  |          | 212   |  |          |  | 57 738 |  |  |  | 7 495 |  |  |  | 264   | 
|Cross currency interest rate swaps |  |         | 1 264 |  |          |  | 982    |          |  |  | 1 349    |  |  |          | 1 536 |  |         |  | 1 536 |          |  |  | 550      |  |  |          | 1 971 |  |          |  | 940    |  |  |  | 662   |  |  |  | 1 276 | 
|Interest rate futures              |  |         | 117   |  |          |  | 464    |          |  |  | 600      |  |  |          | 121   |  |         |  | 113   |          |  |  |         |  |  |          |      |  |          |  |       |  |  |  |      |  |  |  |      | 
|Other interest rate derivatives    |  |         |      |  |          |  |       |          |  |  |         |  |  |          |      |  |         |  |      |          |  |  |         |  |  |          | 52    |  |          |  |       |  |  |  |      |  |  |  |      | 
|                                   |  |         |       |  |          |  |        |          |  | 
|Commodities                        |  |         |       |  |          |  |        |          |  |  |          |  |  |          |       |  |         |  |       |          |  |  |          |  |  |          |       |  |          |  |        |  |  |  |       |  |  |  |       | 
|Aluminum swaps                     |  |         | 1 048 |  |          |  | 53     |          |  |  |         |  |  |          |      |  |         |  |      |          |  |  | 738      |  |  |          | 381   |  |          |  |       |  |  |  |      |  |  |  |      | 
|Other commodity derivatives        |  |         | 406   |  |          |  | 48     |          |  |  |         |  |  |          |      |  |         |  |      |          |  |  | 325      |  |  |          | 78    |  |          |  |       |  |  |  |      |  |  |  |      | 
|                                   |  |         |       |  |          |  |        |          |  | 
|Credit                             |  |         |       |  |          |  |        |          |  |  |          |  |  |          |       |  |         |  |       |          |  |  |          |  |  |          |       |  |          |  |        |  |  |  |       |  |  |  |       | 
|Credit default swaps               |  |         |      |  |          |  |       |          |  |  |         |  |  |          |      |  |         |  |      |          |  |  | 86       |  |  |          |      |  |          |  |       |  |  |  |      |  |  |  |      | 
|                                   |  |         |       |  |          |  |        |          |  | 
|Equity                             |  |         |       |  |          |  |        |          |  |  |          |  |  |          |       |  |         |  |       |          |  |  |          |  |  |          |       |  |          |  |        |  |  |  |       |  |  |  |       | 
|Equity instruments                 |  |         | 378   |  |          |  | 412    |          |  |  |         |  |  |          |      |  |         |  |      |          |  |  |         |  |  |          | 52    |  |          |  |       |  |  |  |      |  |  |  |      | 

To finance the acquisition of
Anheuser-Busch, AB InBev entered into a 45 billion US dollar senior facilities agreement, of which 44 billion US dollar was ultimately drawn (the 2008 senior facilities). At the time of the Anheuser-Busch acquisition, the interest rate
for an amount of up to 34.5 billion US dollar had effectively been fixed through a series of hedge arrangements at a weighted average rate of 3.875% per annum (plus applicable fixed spreads) for the period 2009 to 2011 and a portion of the
hedging arrangements had been successively extended for an additional two year period. In 2009 the company repaid part of the 2008 senior facilities and in 2010, the 2008 senior facilities were fully refinanced and partially replaced by the 2010
Senior facilities as described in Note 24 Interest-bearing loans and borrowings. Following the repayment and refinancing activities performed throughout 2009 and 2010, the company entered into new interest rate swaps to unwind the ones that
became freestanding as a result of these repayments. As of 31 December 2010, the remaining open positions include a series of US dollar LIBOR fixed interest-rate swaps covering the interest exposure on the outstanding balance of the 2010 senior
facilities amounting to 4.4 billion US dollar. The interest rate had been fixed at a weighted average rate of 4.038% per annum (plus applicable spreads) for the period 2010 and 2011 and at a weighted average rate of 2.85% per annum (plus
applicable spreads) for the period 2012 to 2013.

During 2010, approximately 17.3 billion US dollar interest swap instruments matured.

Forward exchange contracts include derivatives used to hedge the Brazilian real borrowings in Canada. Interest rate futures include
derivatives to hedge short-term financial assets held by AmBev Brazil.

A. FOREIGN CURRENCY RISK

AB InBev incurs foreign currency risk on borrowings, investments, (forecasted) sales, (forecasted) purchases, royalties, dividends, licenses, management
fees and interest expense/income whenever they are denominated in a currency other than the functional currency of the subsidiary. The main derivative financial instruments used to manage foreign currency risk are forward exchange contracts,
exchange traded foreign currency futures and cross currency interest rate swaps.

FOREIGN EXCHANGE RISK ON OPERATING ACTIVITIES

As far as foreign currency risk on firm commitments and forecasted transactions is concerned, AB InBevs policy is to hedge
operational transactions which are reasonably expected to occur (e.g. cost of goods sold and selling, general & administrative expenses) within a maximum of 15 months. Operational transactions that are certain (e.g. capital expenditure) are
hedged without any limitation in time.

The table below provides an indication of the companys main net foreign currency positions as
regards firm commitments and forecasted transactions for the most important currency pairs. The open positions are the result of the application of AB InBevs risk management policy. Positive amounts indicate that the company is long (net
future cash inflows) in the first currency of the currency pair while negative amounts indicate that the company is short (net future cash outflows) in the first currency of the currency pair. The second currency of the currency pairs listed is the
functional currency of the related subsidiary.



F-56



---

##### Table of Contents

|                               |  |                  |      |   |                  |  |      |              |  |  |               |   |  |                  |      |   |              |  |      |   |  |  |      |  
|------------------------------ |  | ---------------- | ---- | - | ---------------- |  | ---- | ------------ |  |  | ------------- | - |  | ---------------- | ---- | - | ------------ |  | ---- | - |  |  | ---- | -
|                               |  | 31 December 2010 |      |   | 31 December 2009 | 
|Million US dollar              |  | Totalexposure    |      |   | Totalderivatives |  |      | Openposition |  |  | Totalexposure |   |  | Totalderivatives |      |   | Openposition | 
|Czech koruna/Euro              |  |                  | (14  | ) |                  |  | 9    |              |  |  | (5            | ) |  |                  |     |   |              |  |     |   |  |  |     |  
|Euro/Argentinean peso          |  |                  | (7   | ) |                  |  | 7    |              |  |  |              |   |  |                  |     |   |              |  |     |   |  |  |     |  
|Euro/Brazilian real            |  |                  | (38  | ) |                  |  | 38   |              |  |  |              |   |  |                  | (28  | ) |              |  | 28   |   |  |  |     |  
|Euro/Canadian dollar           |  |                  | (35  | ) |                  |  | 35   |              |  |  |              |   |  |                  |     |   |              |  |     |   |  |  |     |  
|Euro/Pound sterling            |  |                  | (179 | ) |                  |  | 172  |              |  |  | (7            | ) |  |                  | (116 | ) |              |  | 77   |   |  |  | (39  | )
|Euro/Romanian lei              |  |                  |     |   |                  |  |     |              |  |  |              |   |  |                  |     |   |              |  | 28   |   |  |  | 28   |  
|Euro/Russian ruble             |  |                  | (154 | ) |                  |  | 109  |              |  |  | (45           | ) |  |                  | (97  | ) |              |  | 95   |   |  |  | (2   | )
|Euro/Ukrainian hryvnia         |  |                  | (101 | ) |                  |  | 51   |              |  |  | (50           | ) |  |                  | (117 | ) |              |  |     |   |  |  | (117 | )
|Hungarian forint/Euro          |  |                  | (16  | ) |                  |  | 13   |              |  |  | (3            | ) |  |                  |     |   |              |  |     |   |  |  |     |  
|Pound sterling/Canadian dollar |  |                  | (18  | ) |                  |  | 18   |              |  |  |              |   |  |                  |     |   |              |  |     |   |  |  |     |  
|Pound sterling/Euro            |  |                  | (23  | ) |                  |  | 9    |              |  |  | (14           | ) |  |                  | 7    |   |              |  | (6   | ) |  |  | 1    |  
|US dollar/Argentinean peso     |  |                  | (172 | ) |                  |  | 172  |              |  |  |              |   |  |                  | (238 | ) |              |  | 238  |   |  |  |     |  
|US dollar/Bolivian boliviano   |  |                  | 46   |   |                  |  | (46  | )            |  |  |              |   |  |                  | 59   |   |              |  | (59  | ) |  |  |     |  
|US dollar/Brazilian real       |  |                  | 231  |   |                  |  | (231 | )            |  |  |              |   |  |                  | (156 | ) |              |  | 156  |   |  |  |     |  
|US dollar/Canadian dollar      |  |                  | (172 | ) |                  |  | 172  |              |  |  |              |   |  |                  |     |   |              |  |     |   |  |  |     |  
|US dollar/Chilean peso         |  |                  | 39   |   |                  |  | (39  | )            |  |  |              |   |  |                  | 25   |   |              |  | (25  | ) |  |  |     |  
|US dollar/Dominican peso       |  |                  | (10  | ) |                  |  | 10   |              |  |  |              |   |  |                  | (29  | ) |              |  | 29   |   |  |  |     |  
|US dollar/Euro                 |  |                  | 197  |   |                  |  | (197 | )            |  |  |              |   |  |                  | 224  |   |              |  | (226 | ) |  |  | (2   | )
|US dollar/Paraguayan guarani   |  |                  | (37  | ) |                  |  | 37   |              |  |  |              |   |  |                  | (25  | ) |              |  | 25   |   |  |  |     |  
|US dollar/Peruvian nuevo sol   |  |                  | (76  | ) |                  |  | 76   |              |  |  |              |   |  |                  | (19  | ) |              |  | 19   |   |  |  |     |  
|US dollar/Pound sterling       |  |                  | (26  | ) |                  |  | 26   |              |  |  |              |   |  |                  | (22  | ) |              |  | 19   |   |  |  | (3   | )
|US dollar/Russian ruble        |  |                  | (85  | ) |                  |  | 73   |              |  |  | (12           | ) |  |                  | (105 | ) |              |  | 105  |   |  |  |     |  
|US dollar/Ukrainian hryvnia    |  |                  | (31  | ) |                  |  | 18   |              |  |  | (13           | ) |  |                  | (19  | ) |              |  |     |   |  |  | (19  | )
|US dollar/Uruguayan peso       |  |                  | (27  | ) |                  |  | 27   |              |  |  |              |   |  |                  | (26  | ) |              |  | 26   |   |  |  |     |  

Further analysis on the impact of
open currency exposures is performed in the Currency Sensitivity Analysisbelow.

In conformity with IAS 39 hedge accounting rules,
these hedges of firm commitments and highly probable forecasted transactions denominated in foreign currency are designated as cash flow hedges.

FOREIGN EXCHANGE RISK ON INTRAGROUP LOANS

In 2009, a series of foreign exchange
derivatives were contracted to hedge the foreign currency risk from intercompany loans transacted between group entities with different functional currencies. Intercompany loans with Russia and UK were hedged against euro for respectively 3 979m
Russian ruble and 105m pound sterling. As of 31 December 2010, there are no outstanding derivative contracts linked to foreign exchange risk on intragroup loans.

FOREIGN EXCHANGE RISK ON NET INVESTMENTS IN FOREIGN OPERATIONS

AB InBev enters into
hedging activities to mitigate exposures related to its investments in foreign operations. These strategies are designated as net investment hedges and include both derivative and non-derivative financial instruments.

As of 31 December 2010, designated derivative and non-derivative financial instruments in a net investment hedge relationship amount to 6 283m
US dollar equivalent in Holding companies and approximately 370m US dollar equivalent at AmBev level. Those derivatives and non-derivatives are used to hedge foreign operations with functional currencies denominated in Brazilian real, Canadian
dollar, pound sterling, Russian ruble, euro, and US dollar.

FOREIGN EXCHANGE RISK ON FOREIGN CURRENCY DENOMINATED DEBT

It is AB InBevs policy to have the debt in the subsidiaries as much as possible in the functional currency of the subsidiary. To the extent this is
not the case, hedging is put in place unless the cost to hedge outweighs the benefits. Following the acquisition of Anheuser-Busch, AB InBev adopted a hybrid currency matching model pursuant to which the company may (i) match net debt currency
exposure to cash flows in such currency, measured on the basis of normalized EBITDA, by swapping a significant portion of US dollar debt to other currencies, such as Brazilian real (with a higher coupon), although this would negatively impact
AB InBevs profit and earnings due to the higher Brazilian real interest coupon, and (ii) use Anheuser-Buschs US dollar cash flows to service interest payments under AB InBevs debt obligations.

A description of the foreign currency risk hedging related to the debt instruments issued in a currency other than the functional currency of the
subsidiary is further detailed in the Interest Rate Risk section below.

CURRENCY SENSITIVITY ANALYSIS

Currency translational risk

Around 60% of AB InBevs revenue is generated by foreign operations of which the activities are conducted in a currency other than the US dollar. A currency translation risk arises when the financial
data of these foreign operations are converted in AB InBevs presentation currency, the US dollar. On the basis of the volatility of these currencies against the US dollar in 2010, AB InBev estimated the reasonably possible change of
the exchange rate of these currencies against the US dollar as follows:



F-57



---

##### Table of Contents

|                    |  |                               |       |  |                  |  |       |                                  |  |  |                                 |  |  |                                 |               |  |  |  |       |  
|------------------- |  | ----------------------------- | ----- |  | ---------------- |  | ----- | -------------------------------- |  |  | ------------------------------- |  |  | ------------------------------- | ------------- |  |  |  | ----- | -
|                    |  | 2010                          |      
|1 US dollar equals: |  | Closing rate31 December 
2010 |       |  | Average rate2010 |  |       | Possible closingrate
volatility1 |  |  | Possible averagerate volatility |  |  | Volatilityof rates in 
%        |              
|Argentinean peso    |  |                               | 3.98  |  |                  |  | 3.95  |                                  |  |  | 3.84 - 4.11                     |  |  |                                 | 3.81 - 4.08   |  |  |  | 3.49  | %
|Bolivian boliviano  |  |                               | 7.04  |  |                  |  | 7.09  |                                  |  |  | 6.28 - 7.8                      |  |  |                                 | 6.32 - 7.85   |  |  |  | 10.84 | %
|Brazilian real      |  |                               | 1.67  |  |                  |  | 1.77  |                                  |  |  | 1.43 - 1.90                     |  |  |                                 | 1.52 - 2.02   |  |  |  | 14.28 | %
|Canadian dollar     |  |                               | 1.00  |  |                  |  | 1.03  |                                  |  |  | 0.88 - 1.11                     |  |  |                                 | 0.92 - 1.15   |  |  |  | 11.42 | %
|Chinese yuan        |  |                               | 6.60  |  |                  |  | 6.76  |                                  |  |  | 6.09 - 7.12                     |  |  |                                 | 6.23 - 7.28   |  |  |  | 7.77  | %
|Paraguayan guarani  |  |                               | 4 563 |  |                  |  | 4 787 |                                  |  |  | 4 228 - 4 899                   |  |  |                                 | 4 435 5 139  |  |  |  | 7.35  | %
|Pound sterling      |  |                               | 0.64  |  |                  |  | 0.65  |                                  |  |  | 0.58 - 0.71                     |  |  |                                 | 0.58 - 0.71   |  |  |  | 9.96  | %
|Russian ruble       |  |                               | 30.18 |  |                  |  | 30.14 |                                  |  |  | 27.29 -33.07                    |  |  |                                 | 27.26 -33.03  |  |  |  | 9.58  | %
|Ukrainian hryvnia   |  |                               | 7.91  |  |                  |  | 7.85  |                                  |  |  | 7.62 - 8.21                     |  |  |                                 | 7.56 - 8.14   |  |  |  | 3.70  | %
|Euro                |  |                               | 0.75  |  |                  |  | 0.76  |                                  |  |  | 0.66 - 0.84                     |  |  |                                 | 0.67 - 0.85   |  |  |  | 11.88 | %
|                    | 
|                    |  | 2009                          |      
|1 US dollar equals: |  | Closing rate31 December 
2009 |       |  | Average rate2009 |  |       | Possible closingrate
volatility1 |  |  | Possible averagerate volatility |  |  | Possiblevolatilityof rates in % |              
|Argentinean peso    |  |                               | 3.80  |  |                  |  | 3.73  |                                  |  |  | 3.66 - 3.93                     |  |  |                                 | 3.60 - 3.86   |  |  |  | 3.47  | %
|Bolivian boliviano  |  |                               | 7.07  |  |                  |  | 7.13  |                                  |  |  | 6.48 - 7.66                     |  |  |                                 | 6.54 - 7.73   |  |  |  | 8.32  | %
|Brazilian real      |  |                               | 1.74  |  |                  |  | 2.02  |                                  |  |  | 1.44 - 2.04                     |  |  |                                 | 1.67 - 2.36   |  |  |  | 17.07 | %
|Canadian dollar     |  |                               | 1.05  |  |                  |  | 1.15  |                                  |  |  | 0.90 - 1.2                      |  |  |                                 | 0.99 - 1.31   |  |  |  | 14.07 | %
|Chinese yuan        |  |                               | 6.83  |  |                  |  | 6.86  |                                  |  |  | 6.79 - 6.87                     |  |  |                                 | 6.82 - 6.90   |  |  |  | 0.57  | %
|Paraguayan guarani  |  |                               | 4 597 |  |                  |  | 5 008 |                                  |  |  | 4 188 - 5 006                   |  |  |                                 | 4 562 - 5 453 |  |  |  | 8.90  | %
|Pound sterling      |  |                               | 0.62  |  |                  |  | 0.64  |                                  |  |  | 0.53 - 0.70                     |  |  |                                 | 0.56 - 0.73   |  |  |  | 13.22 | %
|Russian ruble       |  |                               | 30.12 |  |                  |  | 31.83 |                                  |  |  | 25.95 - 34.28                   |  |  |                                 | 27.43 - 36.23 |  |  |  | 13.82 | %
|Ukrainian hryvnia   |  |                               | 7.95  |  |                  |  | 7.74  |                                  |  |  | 5.69 - 10.21                    |  |  |                                 | 5.54 - 9.94   |  |  |  | 28.46 | %
|Euro                |  |                               | 0.69  |  |                  |  | 0.72  |                                  |  |  | 0.61 - 0.78                     |  |  |                                 | 0.64 - 0.81   |  |  |  | 11.68 | %

Had the US dollar weakened/strengthened
during 2010 by the above estimated possible changes against the above listed currencies with all other variables held constant, the 2010 profit before taxes would have been 756m US dollar (13%) higher/lower while the pre-taxes impact on
translation reserves in equity would have been 1 669m US dollar higher/lower. In 2009, AB InBev estimated this impact to be 1 070m US dollar on profit and 3 324m US dollar on the translation reserves.

Currency transactional risk

Most of AB InBevs non-derivative monetary financial instruments are either denominated in the functional currency of the subsidiary or are converted into the functional currency through the use of
derivatives. However, the company can have open positions in Eastern European countries for which hedging can be limited as the illiquidity of the local foreign exchange market prevents us from hedging at a reasonable cost. The transactional foreign
currency risk mainly arises from open positions in Ukrainian hryvnia, and Russian ruble against the US dollar and the euro. AB InBev estimated the reasonably possible change of exchange rate, on the basis of the average volatility on the open
currency pairs, as follows:



|                            |  |                               |       |  |                                  |  |               |                                 |  |  |       |  
|--------------------------- |  | ----------------------------- | ----- |  | -------------------------------- |  | ------------- | ------------------------------- |  |  | ----- | -
|                            |  | 2010                          |      
|                            |  | Closing rate31 December 
2010 |       |  | Possible closing
ratevolatility1 |  |               | Volatilityof rates in 
%        | 
|Euro/Russian ruble          |  |                               | 40.33 |  |                                  |  | 36.76 - 43.91 |                                 |  |  | 8.86  | %
|Euro/Ukrainian hryvnia      |  |                               | 10.57 |  |                                  |  | 9.26 - 11.89  |                                 |  |  | 12.46 | %
|Pound sterling/Euro         |  |                               | 1.16  |  |                                  |  | 1.06 - 1.27   |                                 |  |  | 9.16  | %
|US dollar/Russian ruble     |  |                               | 30.18 |  |                                  |  | 27.29 - 33.07 |                                 |  |  | 9.58  | %
|US dollar/Ukrainian hryvnia |  |                               | 7.91  |  |                                  |  | 7.62 - 8.21   |                                 |  |  | 3.70  | %
|                            | 
|                            |  | 2009                          |      
|                            |  | Closing rate31 December 
2009 |       |  | Possible closing ratevolatility1 |  |               | Possiblevolatilityof rates in % | 
|Euro/Ukrainian hryvnia      |  |                               | 11.45 |  |                                  |  | 8.35 - 14.55  |                                 |  |  | 27.09 | %
|Euro/Romanian lei           |  |                               | 4.10  |  |                                  |  | 3.86 - 4.33   |                                 |  |  | 5.62  | %
|US dollar/Ukrainian hryvnia |  |                               | 7.95  |  |                                  |  | 5.69 - 10.21  |                                 |  |  | 28.46 | %

Had the Ukrainian hryvnia, the Russian
ruble and the pound sterling weakened/strengthened during 2010 by the above estimated changes against the euro or the US dollar, with all other variables held constant, the 2010 impact on consolidated profit before taxes would have been
approximately 12m US dollar higher/lower.

Additionally, the AB InBev sensitivity analysis1to the foreign exchange rates on its total derivatives positions as
of 31 December 2010, shows a pre-tax impact on equity reserves of 22m US dollar positive/negative.

B. INTEREST RATE RISK

The company applies a dynamic interest rate hedging approach whereby the target mix between fixed and floating rate debt is reviewed
periodically. The purpose of AB InBevs policy is to achieve an optimal balance between cost of funding and volatility of financial results, while taking into account market conditions as well as AB InBevs overall business strategy.



|1 | Sensitivity analysis is assessed based on the yearly volatility using daily observable market data during 250 days at 31 December 2010 and at
31 December 2009 respectively.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-58



---

##### Table of Contents

FLOATING INTEREST RATE RISK ON BORROWINGS IN US DOLLAR

The company entered into a 45 billion US dollar senior facilities agreement (of which 44 billion US dollar was ultimately drawn) to acquire Anheuser-Busch
and entered into a series of forward starting US dollar interest rate swaps in order to provide a higher predictability of cash flows (see Note 24 Interest-bearing loans and borrowings). As a result, the interest rates for up to an amount of
34.5 billion US dollar, under the 45 billion US dollar senior facility agreement, had effectively been fixed at 3.875% per annum plus applicable spreads, for the period of 2009-2011 and designated as cash flow hedge at inception. From this 34.5
billion US dollar hedging, 25 billion US dollar hedge was designated to the senior facility, 5 billion US dollar was designated to a pre-hedging of the bond issuance in January 2009, 3 billion US dollar was designated to a pre-hedging of the
bond issuance in May 2009 and 1 billion US dollar was designated to a pre-hedging of bond issuance in October 2009 (0.5 billion US dollar was derecognized during 2009).

Following the refinancing and the repayment of the 2008 and 2010 senior facilities part of interest rate swaps that were designated for the hedge of the financing of the Anheuser-Busch acquisition became
freestanding given the repayment of part of these senior facilities. In order to offset the interest rate risk, the freestanding derivatives were unwound via additional offsetting trades. As of 31 December 2010, the remaining open debt under
the 2010 senior facilities amounting to 4.4 billion US dollar remains designated as cash flow hedge and it is hedged via two tranches of US dollar LIBOR fixed interest-rate swaps with a notional amount of 4.4 billion US dollar each. The
interest rate for the first tranche had been fixed at a weighted average rate of 4.038% per annum (plus applicable spreads) for the period 2010 and 2011 and the interest rate for the second tranche had been fixed at a weighted average rate of
2.85% per annum (plus applicable spreads) for the period 2012 to 2013.

PRIVATE PLACEMENT HEDGES (FOREIGN CURRENCY RISK + INTEREST
RATE RISK ON BORROWINGS IN US DOLLAR)

The company borrowed 850m US dollar through private placement of which 775m US dollar matured during
2009 and 2010, and 75m US dollar are due in 2013.

The company entered into US dollar fixed/euro floating cross currency interest rate swaps
for a total amount of 730m US dollar of which 655m US dollar expired during 2009 and 2010 and the remaining will mature in 2013.

In
conformity with IAS 39, 75m US dollar hedges are still designated for hedge accounting in fair value hedge relationships by year end 2010.

AMBEV BOND HEDGES (FOREIGN CURRENCY RISK + INTEREST RATE RISK ON BORROWINGS IN US DOLLAR)

In December 2001, AmBev issued 500m US dollar in foreign securities (bond 2011). This bond bears interest at 10.5% and is repayable semi-annually as from July 2002 with final maturity in December 2011. In
September 2003 AmBev issued another 500m US dollar in foreign securities (bond 2013). This bond bears interest at 8.75% and is repayable semi-annually since March 2004 with final maturity in September 2013. In July 2007 AmBev issued a Brazilian real
bond (bond 2017), which bears interest at 9.5% and is repayable semi-annually with final maturity date in July 2017.

AmBev entered into
several US dollar fixed/Brazilian real floating cross currency interest rate swaps to manage and reduce the impact of changes in the US dollar exchange rate and interest rate on these bonds. In addition to this, AmBev entered into a fixed/floating
interest rate swap to hedge the interest rate risk on the bond 2017. These derivative instruments have been designated in a fair value hedge accounting relationship.

CANADA DEBENTURE HEDGES (FOREIGN CURRENCY RISK + INTEREST RATE RISK ON BORROWINGS IN BRAZILIAN REAL)

As of 31 December 2010, the company has outstanding bank loans of 717m Brazilian real and 474m Brazilian real relating to loans issued in 2007 and 2006, respectively. The company has entered into a
series of derivative contracts to hedge the foreign exchange and interest rate risk related to the Brazilian real. The maturity dates for the derivative contracts are identical to the maturity dates of the two loans, which mature on June 2011 for
the first loan and January 2012 for the second loan. These hedges were designated in a cash flow hedge accounting relationship.

POUND
STERLING HEDGES (FOREIGN CURRENCY RISK + INTEREST RATE RISK ON BORROWINGS IN POUND STERLING)

In June 2009, the company issued a pound
sterling bond for an equivalent of 750m pound sterling. This bond bears interest at 6.50% with maturity in June 2017.

The company entered
into several pound sterling fixed/euro floating cross currency interest rate swaps to manage and reduce the impact of changes in the pound sterling exchange rate and interest rate on this bond.

These derivative instruments have been designated in a fair value hedge accounting relationship.

SWISS FRANC BOND HEDGES (FOREIGN CURRENCY RISK + INTEREST RATE RISK ON BORROWINGS IN SWISS FRANC)

In May 2009, the company issued a Swiss franc bond for an equivalent of 600m Swiss franc. This bond bears interest at 4.51% with maturity in June 2014.

The company entered into a Swiss franc fixed/euro floating cross currency interest rate swap to manage and reduce the impact of changes in
the Swiss franc exchange rate and interest rate on this bond.

This derivative instrument was designated in a fair value hedge accounting
relationship in 2009. During 2010, although this derivative continues to be considered an economic hedge, hedge accounting designation was discontinued.

NET DEBT CURRENCY EXPOSURE ADJUSTMENT (US DOLLAR AND EURO TO BRAZILIAN REAL)

As of
31 December 2010 the company has outstanding US dollar/Brazilian real and euro/Brazilian real cross currency interest rate swap contracts for an equivalent of approximately 1 344m Brazilian real and 1 292m Brazilian real, respectively.

The purpose of these derivatives is to effectively increase the level of Brazilian real denominated debt in order to achieve a better balance
of the companys net currency exposure.

These derivative instruments are designated in net investment hedge accounting relationship by
year end 2010.



F-59



---

##### Table of Contents

MARKETABLE DEBT SECURITY HEDGES (INTEREST RATE RISK ON BRAZILIAN REAL)

During 2010, AmBev invested in highly liquid Brazilian real denominated government debt securities. Those fixed-rate instruments are included in the held
for trading category.

The company also entered into interest rate future contacts in order to offset the Brazilian real interest rate
exposure of such government bonds. Since both instruments are measured at fair value with changes recorded into profit or loss, no hedge accounting designation was needed.

INTEREST RATE SENSITIVITY ANALYSIS

In respect of interest-bearing financial liabilities,
the table below indicates their effective interest rates at balance sheet date as well as the split per currency in which the debt is denominated.



|                                                                          |                         |                |       |        |               |  |                         |  |  |        |       |   |  |  |        | 
|------------------------------------------------------------------------- | ----------------------- | -------------- | ----- | ------ | ------------- |  | ----------------------- |  |  | ------ | ----- | - |  |  | ------ | 
|31 December 2010 Interest-bearing financial liabilities
Million US dollar |                         | Before hedging |       |        | After hedging | 
|                                                                          | Effective interest rate |                |       | Amount |               |  | Effective interest rate |  |  | Amount |      
|Floating rate                                                             |                         |                |       |        |               |  |                         |  |  |        |       |   |  |  |        | 
|Brazilian real                                                            |                         |                | 10.72 | %      |               |  | 2 527                   |  |  |        | 10.37 | % |  |  | 5 283  | 
|Canadian dollar                                                           |                         |                | 1.64  | %      |               |  | 181                     |  |  |        | 2.11  | % |  |  | 228    | 
|Euro                                                                      |                         |                | 1.32  | %      |               |  | 3 105                   |  |  |        | 2.98  | % |  |  | 4 051  | 
|Russian ruble                                                             |                         |                | 5.00  | %      |               |  | 6                       |  |  |        | 5.00  | % |  |  | 6      | 
|US dollar                                                                 |                         |                | 1.21  | %      |               |  | 6 768                   |  |  |        | 0.54  | % |  |  | 2 362  | 
|                                                                          |                         |                |       |        |               |  |                         |  |  |        |       |   |  |  |        | 
|                                                                          |                         |                |       |        |               |  | 12 587                  |  |  |        |       |   |  |  | 11 930 | 
|                                                                          |                         |                |       |       
|Fixed rate                                                                |                         |                |       |        |               |  |                         |  |  |        |       |   |  |  |        | 
|Argentinean peso                                                          |                         |                | 14.44 | %      |               |  | 46                      |  |  |        | 14.44 | % |  |  | 46     | 
|Brazilian real                                                            |                         |                | 11.85 | %      |               |  | 1 504                   |  |  |        | 9.56  | % |  |  | 610    | 
|Canadian dollar                                                           |                         |                | 4.18  | %      |               |  | 694                     |  |  |        | 4.63  | % |  |  | 1 361  | 
|Chinese yuan                                                              |                         |                | 5.21  | %      |               |  | 11                      |  |  |        | 5.21  | % |  |  | 11     | 
|Euro                                                                      |                         |                | 6.47  | %      |               |  | 4 116                   |  |  |        | 6.10  | % |  |  | 4 686  | 
|Guatemalan quetzal                                                        |                         |                | 7.75  | %      |               |  | 17                      |  |  |        | 7.75  | % |  |  | 17     | 
|Pound sterling                                                            |                         |                | 7.88  | %      |               |  | 2 053                   |  |  |        | 9.75  | % |  |  | 845    | 
|Swiss franc                                                               |                         |                | 4.51  | %      |               |  | 636                     |  |  |        |      |   |  |  |       | 
|Russian ruble                                                             |                         |                |      |        |               |  |                        |  |  |        | 5.23  | % |  |  | 79     | 
|US dollar                                                                 |                         |                | 5.90  | %      |               |  | 23 223                  |  |  |        | 5.75  | % |  |  | 25 301 | 
|Other                                                                     |                         |                | 6.24  | %      |               |  | 7                       |  |  |        | 6.28  | % |  |  | 8      | 
|                                                                          |                         |                |       |        |               |  |                         |  |  |        |       |   |  |  |        | 
|                                                                          |                         |                |       |        |               |  | 32 307                  |  |  |        |       |   |  |  | 32 964 | 
|                                                                          |                         |               
|31 December 2009 Interest-bearing financial liabilities
Million US dollar |                         | Before hedging |       |        | After hedging | 
|                                                                          | Effective interest rate |                |       | Amount |               |  | Effective interest rate |  |  | Amount |      
|Floating rate                                                             |                         |                |       |        |               |  |                         |  |  |        |       |   |  |  |        | 
|Brazilian real                                                            |                         |                | 9.17  | %      |               |  | 2 381                   |  |  |        | 8.98  | % |  |  | 3 669  | 
|Canadian dollar                                                           |                         |                | 0.78  | %      |               |  | 408                     |  |  |        | 0.78  | % |  |  | 408    | 
|Euro                                                                      |                         |                | 2.44  | %      |               |  | 752                     |  |  |        | 2.90  | % |  |  | 3 081  | 
|Hungarian forint                                                          |                         |                | 0.64  | %      |               |  | 1                       |  |  |        | 0.64  | % |  |  | 1      | 
|Pound sterling                                                            |                         |                | 0.83  | %      |               |  | 13                      |  |  |        | 0.83  | % |  |  | 13     | 
|US dollar                                                                 |                         |                | 1.79  | %      |               |  | 17 018                  |  |  |        |      |   |  |  |       | 
|                                                                          |                         |                |       |        |               |  |                         |  |  |        |       |   |  |  |        | 
|                                                                          |                         |                |       |        |               |  | 20 573                  |  |  |        |       |   |  |  | 7 172  | 
|                                                                          |                         |                |       |       
|Fixed rate                                                                |                         |                |       |        |               |  |                         |  |  |        |       |   |  |  |        | 
|Argentinean peso                                                          |                         |                | 16.11 | %      |               |  | 18                      |  |  |        | 16.11 | % |  |  | 18     | 
|Bolivian boliviano                                                        |                         |                | 9.42  | %      |               |  | 39                      |  |  |        | 9.42  | % |  |  | 39     | 
|Brazilian real                                                            |                         |                | 13.40 | %      |               |  | 855                     |  |  |        |      |   |  |  |       | 
|Canadian dollar                                                           |                         |                | 7.50  | %      |               |  | 90                      |  |  |        | 5.51  | % |  |  | 772    | 
|Chinese yuan                                                              |                         |                | 5.25  | %      |               |  | 53                      |  |  |        | 5.25  | % |  |  | 53     | 
|Dominican peso                                                            |                         |                | 7.90  | %      |               |  | 29                      |  |  |        | 7.90  | % |  |  | 29     | 
|Euro                                                                      |                         |                | 7.25  | %      |               |  | 3 368                   |  |  |        | 7.25  | % |  |  | 3 368  | 
|Guatemalan quetzal                                                        |                         |                | 9.57  | %      |               |  | 15                      |  |  |        | 9.57  | % |  |  | 15     | 
|Paraguay guarani                                                          |                         |                | 9.10  | %      |               |  | 35                      |  |  |        | 9.10  | % |  |  | 35     | 
|Peruvian nuevo sol                                                        |                         |                | 6.66  | %      |               |  | 54                      |  |  |        | 6.66  | % |  |  | 54     | 
|Pound sterling                                                            |                         |                | 7.88  | %      |               |  | 2 086                   |  |  |        | 9.75  | % |  |  | 882    | 
|Swiss franc                                                               |                         |                | 4.51  | %      |               |  | 582                     |  |  |        |      |   |  |  |       | 
|Ukrainian hryvnia                                                         |                         |                | 21.56 | %      |               |  | 23                      |  |  |        | 21.56 | % |  |  | 23     | 
|Uruguayan peso                                                            |                         |                | 10.49 | %      |               |  | 3                       |  |  |        | 10.49 | % |  |  | 3      | 
|US dollar                                                                 |                         |                | 6.12  | %      |               |  | 21 106                  |  |  |        | 6.02  | % |  |  | 36 590 | 
|Other                                                                     |                         |                | 18.37 | %      |               |  | 40                      |  |  |        | 18.37 | % |  |  | 40     | 
|                                                                          |                         |                |       |        |               |  |                         |  |  |        |       |   |  |  |        | 
|                                                                          |                         |                |       |        |               |  | 28 396                  |  |  |        |       |   |  |  | 41 921 | 

At 31 December 2010, the
total carrying amount of the floating and fixed rate interest-bearing financial liabilities before hedging listed above includes bank overdrafts of 14m US dollar (last year 28m US dollar).

As disclosed in the above table, 11 930m US dollar or 26.57% of the companys interest bearing financial liabilities bear a variable interest rate. The company estimated that the reasonably possible
change of the market interest rates applicable to its floating rate debt after hedging is as follows:



F-60



---

##### Table of Contents

|                 |  |                                 |       |   |                                   |                |                          |  |       |  
|---------------- |  | ------------------------------- | ----- | - | --------------------------------- | -------------- | ------------------------ |  | ----- | -
|                 |  | 2010                            |      
|                 |  | Interest rate31 December 
20101 |       |   | Possible interest ratevolatility2 |                | Volatilityof rates in
%  | 
|Brazilian real   |  |                                 | 10.32 | % |                                   | 9.09% - 11.54% |                          |  | 11.90 | %
|Canadian dollar  |  |                                 | 1.30  | % |                                   | 1.01% - 1.59%  |                          |  | 22.67 | %
|Euro             |  |                                 | 1.01  | % |                                   | 0.92% - 1.09%  |                          |  | 8.08  | %
|US dollar        |  |                                 | 0.30  | % |                                   | 0.24% - 0.37%  |                          |  | 21.66 | %
|                 | 
|                 |  | 2009                            |      
|                 |  | Interest rate31 December 
2009  |       |   | Possible interest ratevolatility2 |                | Volatilityof rates in 
% | 
|Brazilian real   |  |                                 | 8.37  | % |                                   | 6.73% - 10.01% |                          |  | 19.59 | %
|Canadian dollar  |  |                                 | 0.44  | % |                                   | 0.28% - 0.61%  |                          |  | 37.52 | %
|Euro             |  |                                 | 0.70  | % |                                   | 0.63% - 0.77%  |                          |  | 9.39  | %
|Hungarian forint |  |                                 | 6.19  | % |                                   | 5.24% - 7.14%  |                          |  | 15.40 | %
|Pound sterling   |  |                                 | 0.61  | % |                                   | 0.54% - 0.67%  |                          |  | 11.25 | %
|US dollar        |  |                                 | 0.25  | % |                                   | 0.20% - 0.30%  |                          |  | 19.81 | %

When AB InBev applies the reasonably
possible increase/decrease in the market interest rates mentioned above on its floating rate debt at 31 December 2010, with all other variables held constant, 2010 interest expense would have been 71m US dollar higher/lower. This effect would
partly be compensated by 8m US dollar higher/lower interest income on AB InBevs interest-bearing financial assets. In 2009, AB InBev estimated this impact to be 63m US dollar on profit which was partly compensated by 1m US dollar interest
income.

C. COMMODITY RISK

The commodity markets have experienced and are expected to continue to experience price fluctuations. AB InBev therefore uses both fixed price purchasing
contracts and commodity derivatives to minimize exposure to commodity price volatility. The company has important exposures to the following commodities: aluminum, corn grits, corn syrup, corrugated, crowns, glass, hops, labels, malt, fuel oil,
natural gas, rice and wheat. As of 31 December 2010, the company has the following commodity derivatives outstanding (in notional amounts): aluminum swaps for 1 101m US dollar (last year 1 119m US dollar), natural gas and energy derivatives for
132m US dollar, exchange traded sugar futures for 89m US dollar (last year 81m US dollar), corn swaps for 74m US dollar, exchange traded wheat futures for 128m US dollar (last year 29m US dollar) and rice swaps for 31m US dollar. These hedges
are designated in a cash flow hedge accounting relationship.

D. EQUITY PRICE RISK

During 2010, AB InBev entered into a series of derivative contracts to hedge the risk arising from the different share based payment programs. The purpose
of these derivatives is to effectively hedge the risk that a price increase in the AB InBev shares will negatively impact future cash flows related to the share based payments. These derivative instruments could not qualify for hedge accounting
therefore they have not been designated in any hedge relationships.

When AB InBev applies the reasonably possible increase/decrease in the
price of its own shares of 24.21%, with all other variables held constant, 2010 profit before tax would have been approximately 210m US dollar higher/lower.

During 2010, AB InBev has not held any material equity investments classified as available-for-sale. In addition, marketable securities classified as held for trading mainly consist of debt securities not
exposed to variation in equity prices or indexes.

E. CREDIT RISK

Credit risk encompasses all forms of counterparty exposure, i.e. where counterparties may default on their obligations to AB InBev in relation to lending, hedging, settlement and other financial
activities. The company has a credit policy in place and the exposure to counterparty credit risk is monitored.

AB InBev mitigates its
exposure to counterparty credit risk through minimum counterparty credit guidelines, diversification of counterparties, working within agreed counterparty limits and through setting limits on the maturity of financial assets. The company has
furthermore master netting agreements with most of the financial institutions that are counterparties to the derivative financial instruments. These agreements allow for the net settlement of assets and liabilities arising from different
transactions with the same counterparty. Based on these factors, AB InBev considers the risk of counterparty default per 31 December 2010 to be limited.

AB InBev has established minimum counterparty credit ratings and enters into transactions only with financial institutions of investment grade. The company monitors counterparty credit exposures closely
and reviews any downgrade in credit rating immediately. To mitigate pre-settlement risk, minimum counterparty credit standards become more stringent as the duration of the derivative financial instruments increases. To minimize the concentration of
counterparty credit risk, the company enters into derivative transactions with a portfolio of financial institutions.



|1 | Applicable 3-month InterBank Offered Rates as of 31 December 2010.
|- | ------------------------------------------------------------------

|2 | Sensitivity analysis is assessed based on the yearly volatility using daily observable market data during 250 days at 31 December 2010. For the
Brazilian real floating rate debt, the estimated market interest rate is composed of the InterBank Deposit Certificate (CDI) and the Long-Term Interest Rate (TJLP). With regard to other market interest rates, our analysis is
based on the 3-month InterBank Offered Rates applicable for the currencies concerned (e.g. EURIBOR 3M, LIBOR 3M, BUBOR 3M).
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-61



---

##### Table of Contents

EXPOSURE TO CREDIT RISK

The carrying amount of financial assets represents the maximum credit exposure of the Group. The carrying amount is presented net of the impairment losses recognized. The maximum exposure to credit risk
at the reporting date was:



|                                                      |  |       |        |  |            |  |      |                   |  |  |        |  |  |            |        |  |                   |  |      |   |  |  |        | 
|----------------------------------------------------- |  | ----- | ------ |  | ---------- |  | ---- | ----------------- |  |  | ------ |  |  | ---------- | ------ |  | ----------------- |  | ---- | - |  |  | ------ | 
|                                                      |  | 2010  |        |  | 2009       | 
|Million US dollar                                     |  | Gross |        |  | Impairment |  |      | Netcarryingamount |  |  | Gross  |  |  | Impairment |        |  | Netcarryingamount | 
|Financial assets at fair value through profit or loss |  |       | 641    |  |            |  |     |                   |  |  | 641    |  |  |            | 30     |  |                   |  |     |   |  |  | 30     | 
|Available-for-sale financial assets                   |  |       | 297    |  |            |  | (55  | )                 |  |  | 242    |  |  |            | 180    |  |                   |  | (34  | ) |  |  | 146    | 
|Held-to-maturity investments                          |  |       | 2      |  |            |  |     |                   |  |  | 2      |  |  |            | 145    |  |                   |  |     |   |  |  | 145    | 
|Trade receivables                                     |  |       | 2 839  |  |            |  | (234 | )                 |  |  | 2 605  |  |  |            | 2 650  |  |                   |  | (214 | ) |  |  | 2 436  | 
|Cash deposits for guarantees                          |  |       | 332    |  |            |  |     |                   |  |  | 332    |  |  |            | 291    |  |                   |  |     |   |  |  | 291    | 
|Loans to customers                                    |  |       | 215    |  |            |  | (118 | )                 |  |  | 97     |  |  |            | 269    |  |                   |  | (102 | ) |  |  | 167    | 
|Other receivables                                     |  |       | 1 785  |  |            |  | (125 | )                 |  |  | 1 660  |  |  |            | 1 886  |  |                   |  | (117 | ) |  |  | 1 769  | 
|Derivative financial assets                           |  |       | 1 644  |  |            |  |     |                   |  |  | 1 644  |  |  |            | 1 386  |  |                   |  |     |   |  |  | 1 386  | 
|Cash and cash equivalents                             |  |       | 4 511  |  |            |  |     |                   |  |  | 4 511  |  |  |            | 3 689  |  |                   |  |     |   |  |  | 3 689  | 
|                                                      |  |       |        |  |            |  |      |                   |  |  |        |  |  |            |        |  |                   |  |      |   |  |  |        | 
|                                                      |  |       | 12 266 |  |            |  | (532 | )                 |  |  | 11 734 |  |  |            | 10 526 |  |                   |  | (467 | ) |  |  | 10 059 | 

There was no significant
concentration of credit risks with any single counterparty per 31 December 2010.

IMPAIRMENT LOSSES

The allowance for impairment recognized during the period per classes of financial assets was as follows:



|                               |  |                                    |     |   |                  |  |      |                   |  |  |                  |   |  |       |      |   |  |  |      |  
|------------------------------ |  | ---------------------------------- | --- | - | ---------------- |  | ---- | ----------------- |  |  | ---------------- | - |  | ----- | ---- | - |  |  | ---- | -
|                               |  | 2010                               |    
|Million US dollar              |  | Available-for-salefinancial assets |     |   | Tradereceivables |  |      | Loans tocustomers |  |  | Otherreceivables |   |  | Total |     
|Balance at 1 January           |  |                                    | (34 | ) |                  |  | (214 | )                 |  |  | (102             | ) |  |       | (117 | ) |  |  | (467 | )
|Impairment losses              |  |                                    | (30 | ) |                  |  | (49  | )                 |  |  | (7               | ) |  |       |     |   |  |  | (86  | )
|Derecognition                  |  |                                    | 1   |   |                  |  | 27   |                   |  |  | 9                |   |  |       |     |   |  |  | 37   |  
|Currency translation and other |  |                                    | 8   |   |                  |  | 2    |                   |  |  | (18              | ) |  |       | (8   | ) |  |  | (16  | )
|                               |  |                                    |     |   |                  |  |      |                   |  |  |                  |   |  |       |      |   |  |  |      |  
|Balance at 31 December         |  |                                    | (55 | ) |                  |  | (234 | )                 |  |  | (118             | ) |  |       | (125 | ) |  |  | (532 | )
|                               | 
|                               |  | 2009                               |    
|Million US dollar              |  | Available-for-salefinancial assets |     |   | Tradereceivables |  |      | Loans tocustomers |  |  | Otherreceivables |   |  | Total |     
|Balance at 1 January           |  |                                    | (22 | ) |                  |  | (264 | )                 |  |  | (72              | ) |  |       | (84  | ) |  |  | (442 | )
|Impairment losses              |  |                                    | (6  | ) |                  |  | (20  | )                 |  |  | (38              | ) |  |       | (28  | ) |  |  | (92  | )
|Derecognition                  |  |                                    | 6   |   |                  |  | 44   |                   |  |  | 10               |   |  |       | 3    |   |  |  | 63   |  
|Currency translation           |  |                                    | (12 | ) |                  |  | 26   |                   |  |  | (2               | ) |  |       | (8   | ) |  |  | 4    |  
|                               |  |                                    |     |   |                  |  |      |                   |  |  |                  |   |  |       |      |   |  |  |      |  
|Balance at 31 December         |  |                                    | (34 | ) |                  |  | (214 | )                 |  |  | (102             | ) |  |       | (117 | ) |  |  | (467 | )
|                               | 
|                               |  | 2008                               |    
|Million US dollar              |  | Available-for-salefinancial assets |     |   | Tradereceivables |  |      | Loans tocustomers |  |  | Otherreceivables |   |  | Total |     
|Balance at 1 January           |  |                                    | (25 | ) |                  |  | (300 | )                 |  |  | (84              | ) |  |       | (100 | ) |  |  | (509 | )
|Impairment losses              |  |                                    | (1  | ) |                  |  | (43  | )                 |  |  | (6               | ) |  |       | (4   | ) |  |  | (54  | )
|Derecognition                  |  |                                    |    |   |                  |  | 19   |                   |  |  | 9                |   |  |       | 1    |   |  |  | 29   |  
|Currency translation           |  |                                    | 4   |   |                  |  | 60   |                   |  |  | 9                |   |  |       | 19   |   |  |  | 92   |  
|                               |  |                                    |     |   |                  |  |      |                   |  |  |                  |   |  |       |      |   |  |  |      |  
|Balance at 31 December         |  |                                    | (22 | ) |                  |  | (264 | )                 |  |  | (72              | ) |  |       | (84  | ) |  |  | (442 | )

F. LIQUIDITY RISK

AB InBevs primary sources of cash flow have historically been cash flows from operating activities, the issuance of debt, bank
borrowings and the issuance of equity securities. AB InBevs material cash requirements have included the following:



| |  |  | Debt service;
| | - |  | -------------



| |  |  | Capital expenditures;
| | - |  | ---------------------



| |  |  | Investments in companies;
| | - |  | -------------------------



| |  |  | Increases in ownership of AB InBevs subsidiaries or companies in which it holds equity investments;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | Share buyback programs; and
| | - |  | ---------------------------



| |  |  | Payments of dividends and interest on shareholders equity.
| | - |  | -----------------------------------------------------------

The company believes that cash flows from operating activities, available cash and cash equivalent and short term investments, along with the derivative instruments and access to borrowing facilities,
will be sufficient to fund capital expenditures, financial instrument liabilities and dividend payments going forward. It is the intention of the company to continue to reduce its financial indebtedness through a combination of strong operating cash
flow generation and continued refinancing.

The following are the contractual maturities of non-derivative financial liabilities including
interest payments and derivative financial assets and liabilities:



F-62



---

##### Table of Contents

|                                               |  |                |         |   |                       |  |         |                 |  |  |           |   |  |           |         |   |           |  |         |                  |  |  |         |   |  |  |         |  
|---------------------------------------------- |  | -------------- | ------- | - | --------------------- |  | ------- | --------------- |  |  | --------- | - |  | --------- | ------- | - | --------- |  | ------- | ---------------- |  |  | ------- | - |  |  | ------- | -
|                                               |  | 2010           |        
|Million US dollar                              |  | Carryingamount |         |   | Contractualcash flows |  |         | Less than1 year |  |  | 1-2 years |   |  | 2-3 years |         |   | 3-5 years |  |         | More than5 years | 
|Non-derivative financial liabilities           |  |                |         |   |                       |  |         |                 |  |  |           |   |  |           |         |   |           |  |         |                  |  |  |         |   |  |  |         |  
|Secured bank loans                             |  |                | (137    | ) |                       |  | (169    | )               |  |  | (40       | ) |  |           | (66     | ) |           |  | (36     | )                |  |  | (19     | ) |  |  | (8      | )
|Unsecured bank loans                           |  |                | (11 039 | ) |                       |  | (11 713 | )               |  |  | (2 119    | ) |  |           | (4 206  | ) |           |  | (4 744  | )                |  |  | (634    | ) |  |  | (10     | )
|Unsecured bond issues                          |  |                | (33 339 | ) |                       |  | (54 605 | )               |  |  | (2 927    | ) |  |           | (5 967  | ) |           |  | (5 125  | )                |  |  | (10 956 | ) |  |  | (29 630 | )
|Secured other loans                            |  |                | (6      | ) |                       |  | (7      | )               |  |  | (1        | ) |  |           | (1      | ) |           |  | (5      | )                |  |  |        |   |  |  |        |  
|Unsecured other loans                          |  |                | (244    | ) |                       |  | (288    | )               |  |  | (180      | ) |  |           | (16     | ) |           |  | (15     | )                |  |  | (25     | ) |  |  | (52     | )
|Finance lease liabilities                      |  |                | (115    | ) |                       |  | (199    | )               |  |  | (48       | ) |  |           | (12     | ) |           |  | (7      | )                |  |  | (14     | ) |  |  | (118    | )
|Bank overdraft                                 |  |                | (14     | ) |                       |  | (14     | )               |  |  | (14       | ) |  |           |        |   |           |  |        |                  |  |  |        |   |  |  |        |  
|Trade & other payables                         |  |                | (11 416 | ) |                       |  | (11 418 | )               |  |  | (10 341   | ) |  |           | (768    | ) |           |  | (84     | )                |  |  | (140    | ) |  |  | (85     | )
|                                               |  |                |         |   |                       |  |         |                 |  |  |           |   |  |           |         |   |           |  |         |                  |  |  |         |   |  |  |         |  
|                                               |  |                | (56 310 | ) |                       |  | (78 413 | )               |  |  | (15 670   | ) |  |           | (11 036 | ) |           |  | (10 016 | )                |  |  | (11 788 | ) |  |  | (29 903 | )
|Derivative financial assets/liabilities        |  |                |         |   |                       |  |         |                 |  |  |           |   |  |           |         |   |           |  |         |                  |  |  |         |   |  |  |         |  
|Interest rate derivatives                      |  |                | (1 658  | ) |                       |  | (1 661  | )               |  |  | (984      | ) |  |           | (546    | ) |           |  | (108    | )                |  |  | (42     | ) |  |  | 19      |  
|Foreign exchange derivatives                   |  |                | 260     |   |                       |  | 242     |                 |  |  | 133       |   |  |           | 109     |   |           |  |        |                  |  |  |        |   |  |  |        |  
|Interest rate and foreign exchange derivatives |  |                | (212    | ) |                       |  | (293    | )               |  |  | (139      | ) |  |           | (161    | ) |           |  | (150    | )                |  |  | 140     |   |  |  | 17      |  
|Commodity derivatives                          |  |                | 234     |   |                       |  | 236     |                 |  |  | 221       |   |  |           | 15      |   |           |  |        |                  |  |  |        |   |  |  |        |  
|Equity instruments derivatives                 |  |                | 74      |   |                       |  | 76      |                 |  |  | 46        |   |  |           | 30      |   |           |  |        |                  |  |  |        |   |  |  |        |  
|                                               |  |                |         |   |                       |  |         |                 |  |  |           |   |  |           |         |   |           |  |         |                  |  |  |         |   |  |  |         |  
|                                               |  |                | (1 302  | ) |                       |  | (1 400  | )               |  |  | (723      | ) |  |           | (553    | ) |           |  | (258    | )                |  |  | 98      |   |  |  | 36      |  
|                                               |  |                |         |   |                       |  |        
|Of which: directly related to cash flow hedges |  |                | 120     |   |                       |  | 111     |                 |  |  | 193       |   |  |           | (12     | ) |           |  | (37     | )                |  |  | (33     | ) |  |  |        |  
|                                               | 
|                                               |  | 2009           |        
|Million US dollar                              |  | Carryingamount |         |   | Contractualcash flows |  |         | Less than1 year |  |  | 1-2 years |   |  | 2-3 years |         |   | 3-5 years |  |         | More than5 years | 
|Non-derivative financial liabilities           |  |                |         |   |                       |  |         |                 |  |  |           |   |  |           |         |   |           |  |         |                  |  |  |         |   |  |  |         |  
|Secured bank loans                             |  |                | (83     | ) |                       |  | (105    | )               |  |  | (37       | ) |  |           | (28     | ) |           |  | (21     | )                |  |  | (19     | ) |  |  |        |  
|Unsecured bank loans                           |  |                | (20 176 | ) |                       |  | (21 561 | )               |  |  | (1 931    | ) |  |           | (6 051  | ) |           |  | (628    | )                |  |  | (12 823 | ) |  |  | (128    | )
|Unsecured bond issues                          |  |                | (28 513 | ) |                       |  | (50 512 | )               |  |  | (2 257    | ) |  |           | (2 661  | ) |           |  | (5 598  | )                |  |  | (9 795  | ) |  |  | (30 201 | )
|Secured other loans                            |  |                | (20     | ) |                       |  | (21     | )               |  |  | (15       | ) |  |           | (1      | ) |           |  | (1      | )                |  |  | (6      | ) |  |  | 2       |  
|Unsecured other loans                          |  |                | (222    | ) |                       |  | (241    | )               |  |  | (27       | ) |  |           | (108    | ) |           |  | (16     | )                |  |  | (29     | ) |  |  | (61     | )
|Finance lease liabilities                      |  |                | (50     | ) |                       |  | (126    | )               |  |  | (9        | ) |  |           | (7      | ) |           |  | (6      | )                |  |  | (5      | ) |  |  | (99     | )
|Bank overdraft                                 |  |                | (28     | ) |                       |  | (28     | )               |  |  | (28       | ) |  |           |        |   |           |  |        |                  |  |  |        |   |  |  |        |  
|Trade & other payables                         |  |                | (10 023 | ) |                       |  | (10 023 | )               |  |  | (9 422    | ) |  |           | (426    | ) |           |  | (53     | )                |  |  | (57     | ) |  |  | (65     | )
|                                               |  |                |         |   |                       |  |         |                 |  |  |           |   |  |           |         |   |           |  |         |                  |  |  |         |   |  |  |         |  
|                                               |  |                | (59 115 | ) |                       |  | (82 617 | )               |  |  | (13 726   | ) |  |           | (9 282  | ) |           |  | (6 323  | )                |  |  | (22 734 | ) |  |  | (30 552 | )
|Derivative financial assets/liabilities        |  |                |         |   |                       |  |         |                 |  |  |           |   |  |           |         |   |           |  |         |                  |  |  |         |   |  |  |         |  
|Interest rate derivatives                      |  |                | (2 094  | ) |                       |  | (2 064  | )               |  |  | (960      | ) |  |           | (796    | ) |           |  | (363    | )                |  |  | 54      |   |  |  | 1       |  
|Foreign exchange derivatives                   |  |                | 207     |   |                       |  | 162     |                 |  |  | (93       | ) |  |           | 180     |   |           |  | 75      |                  |  |  |        |   |  |  |        |  
|Interest rate and foreign exchange derivatives |  |                | (374    | ) |                       |  | (622    | )               |  |  | (230      | ) |  |           | (217    | ) |           |  | 38      |                  |  |  | (119    | ) |  |  | (94     | )
|Commodity derivatives                          |  |                | 318     |   |                       |  | 312     |                 |  |  | 239       |   |  |           | 73      |   |           |  |        |                  |  |  |        |   |  |  |        |  
|                                               |  |                |         |   |                       |  |         |                 |  |  |           |   |  |           |         |   |           |  |         |                  |  |  |         |   |  |  |         |  
|                                               |  |                | (1 943  | ) |                       |  | (2 212  | )               |  |  | (1 044    | ) |  |           | (760    | ) |           |  | (250    | )                |  |  | (65     | ) |  |  | (93     | )
|Of which: directly related to cash flow hedges |  |                | (598    | ) |                       |  | (636    | )               |  |  | (421      | ) |  |           | (150    | ) |           |  | (119    | )                |  |  | 54      |   |  |  |        |  

G. CAPITAL MANAGEMENT

AB InBev is continuously optimizing its capital structure targeting to maximize shareholder value while keeping the desired financial
flexibility to execute the strategic projects. Besides the statutory minimum equity funding requirements that apply to the companys subsidiaries in the different countries, AB InBev is not subject to any externally imposed capital
requirements. When analyzing AB InBevs capital structure the company uses the same debt/equity classifications as applied in the companys IFRS reporting.

H. FAIR VALUE

Fair value is the amount for which an asset could be exchanged, or a
liability settled, between knowledgeable, willing parties in an arms length transaction. In conformity with IAS 39 all derivatives are recognized at fair value in the balance sheet.

The fair value of derivative financial instruments is either the quoted market price or is calculated using pricing models taking into account current market rates.

The fair value of these instruments generally reflects the estimated amount that AB InBev would receive on the settlement of favorable contracts or be
required to pay to terminate unfavorable contracts at the balance sheet date, and thereby takes into account any unrealized gains or losses on open contracts.



F-63



---

##### Table of Contents

The following table summarizes for each type of derivative the fair values recognized as assets or
liabilities in the balance sheet:



|                                   |  |        |       |  |             |  |       |      |  |  |        |   |  |      |        |   |      |  |        |   |  |  |        |  
|---------------------------------- |  | ------ | ----- |  | ----------- |  | ----- | ---- |  |  | ------ | - |  | ---- | ------ | - | ---- |  | ------ | - |  |  | ------ | -
|                                   |  | Assets |       |  | Liabilities |  |       | Net  | 
|Million US dollar                  |  | 2010   |       |  | 2009        |  |       | 2010 |  |  | 2009   |   |  | 2010 |        |   | 2009 | 
|Foreign currency                   |  |        |       |  |             |  |       |      |  |  |        |   |  |      |        |   |      |  |        |   |  |  |        |  
|Forward exchange contracts         |  |        | 345   |  |             |  | 322   |      |  |  | (76    | ) |  |      | (122   | ) |      |  | 269    |   |  |  | 200    |  
|Foreign currency futures           |  |        | 5     |  |             |  |      |      |  |  | (14    | ) |  |      | (15    | ) |      |  | (9     | ) |  |  | (15    | )
|Other foreign currency derivatives |  |        |      |  |             |  | 22    |      |  |  |       |   |  |      |       |   |      |  |       |   |  |  | 22     |  
|                                   |  |        |       |  |             | 
|Interest rate                      |  |        |       |  |             |  |       |      |  |  |        |   |  |      |        |   |      |  |        |   |  |  |        |  
|Interest rate swaps                |  |        | 585   |  |             |  | 420   |      |  |  | (2 242 | ) |  |      | (2 514 | ) |      |  | (1 657 | ) |  |  | (2 094 | )
|Cross currency interest rate swaps |  |        | 370   |  |             |  | 237   |      |  |  | (582   | ) |  |      | (611   | ) |      |  | (212   | ) |  |  | (374   | )
|Interest rate futures              |  |        |      |  |             |  |      |      |  |  | (1     | ) |  |      |       |   |      |  | (1     | ) |  |  |       |  
|                                   |  |        |       |  |             | 
|Commodities                        |  |        |       |  |             |  |       |      |  |  |        |   |  |      |        |   |      |  |        |   |  |  |        |  
|Aluminum swaps                     |  |        | 126   |  |             |  | 327   |      |  |  | (7     | ) |  |      | (27    | ) |      |  | 119    |   |  |  | 300    |  
|Sugar futures                      |  |        | 78    |  |             |  | 44    |      |  |  |       |   |  |      | (16    | ) |      |  | 78     |   |  |  | 28     |  
|Wheat futures                      |  |        | 17    |  |             |  | 3     |      |  |  | (7     | ) |  |      |       |   |      |  | 10     |   |  |  | 3      |  
|Other commodity derivatives        |  |        | 40    |  |             |  | 11    |      |  |  | (13    | ) |  |      | (25    | ) |      |  | 27     |   |  |  | (14    | )
|                                   |  |        |       |  |             | 
|Equity                             |  |        |       |  |             |  |       |      |  |  |        |   |  |      |        |   |      |  |        |   |  |  |        |  
|Equity instruments                 |  |        | 78    |  |             |  |      |      |  |  | (4     | ) |  |      |       |   |      |  | 74     |   |  |  |       |  
|                                   |  |        |       |  |             |  |       |      |  |  |        |   |  |      |        |   |      |  |        |   |  |  |        |  
|                                   |  |        | 1 644 |  |             |  | 1 386 |      |  |  | (2 946 | ) |  |      | (3 330 | ) |      |  | (1 302 | ) |  |  | (1 944 | )

During the twelve-month period
ended 31 December 2010, the net mark-to-market balance for interest rate swaps decreased by 437m US dollar, mainly driven by payment of interests and the unwinding effect of hedging instruments not part of a hedge relationship. The decrease was
partially offset by unfavorable movements on US dollar LIBOR interest rates.

As of 31 December 2010, the net mark-to-market liability of
1 657m US dollar for interest rate swaps includes 976m US dollar of hedging losses that have been recorded as exceptional items in the income statement in 2009 and 2010 as a result of the repayment and refinancing of the 2008 and 2010 senior
facilities and that have not been settled by 31 December 2010 (see Note 24 Interest-bearing loans and borrowings).

The following
table compares the carrying amounts of the fixed rate interest-bearing financial liabilities (before hedging) with their fair values at 31 December 2010:



|                                                         |  |                      |         |   |                |  |         |                      |  |  |                |   |  |  |         |  
|-------------------------------------------------------- |  | -------------------- | ------- | - | -------------- |  | ------- | -------------------- |  |  | -------------- | - |  |  | ------- | -
|Interest-bearing financial liabilities
Million US dollar |  | 2010Carrying 
amount |         |   | 2010Fair value |  |         | 2009Carrying 
amount |  |  | 2009Fair value |  
|Fixed rate                                               |  |                      |         |   |                |  |         |                      |  |  |                |   |  |  |         |  
|Argentinean peso                                         |  |                      | (46     | ) |                |  | (46     | )                    |  |  | (18            | ) |  |  | (18     | )
|Bolivia boliviano                                        |  |                      |        |   |                |  |        |                      |  |  | (39            | ) |  |  | (39     | )
|Brazilian real                                           |  |                      | (1 504  | ) |                |  | (1 568  | )                    |  |  | (855           | ) |  |  | (901    | )
|Canadian dollar                                          |  |                      | (694    | ) |                |  | (699    | )                    |  |  | (90            | ) |  |  | (84     | )
|Chinese yuan                                             |  |                      | (11     | ) |                |  | (11     | )                    |  |  | (53            | ) |  |  | (53     | )
|Dominican peso                                           |  |                      |        |   |                |  |        |                      |  |  | (29            | ) |  |  | (29     | )
|Euro                                                     |  |                      | (4 116  | ) |                |  | (4 650  | )                    |  |  | (3 368         | ) |  |  | (3 873  | )
|Guatemalan quetzal                                       |  |                      | (17     | ) |                |  | (17     | )                    |  |  | (15            | ) |  |  | (15     | )
|Peruvian nuevo sol                                       |  |                      | (5      | ) |                |  | (5      | )                    |  |  | (54            | ) |  |  | (54     | )
|Pound sterling                                           |  |                      | (2 053  | ) |                |  | (2 538  | )                    |  |  | (2 086         | ) |  |  | (2 380  | )
|Ukrainian hryvnia                                        |  |                      |        |   |                |  |        |                      |  |  | (23            | ) |  |  | (23     | )
|US dollar                                                |  |                      | (23 223 | ) |                |  | (27 185 | )                    |  |  | (21 106        | ) |  |  | (22 625 | )
|Paraguay guarani                                         |  |                      |        |   |                |  |        |                      |  |  | (35            | ) |  |  | (35     | )
|Swiss franc                                              |  |                      | (636    | ) |                |  | (695    | )                    |  |  | (582           | ) |  |  | (575    | )
|Other                                                    |  |                      | (2      | ) |                |  | (3      | )                    |  |  | (42            | ) |  |  | (79     | )
|                                                         |  |                      |         |   |                |  |         |                      |  |  |                |   |  |  |         |  
|                                                         |  |                      | (32 307 | ) |                |  | (37 417 | )                    |  |  | (28 395        | ) |  |  | (30 783 | )

As required by IFRS 7, the
following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.



| |  |  | Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-64



---

##### Table of Contents

|                                                   |  |                                     |     |  |                                   |  |       |                                     |  |  |   | 
|-------------------------------------------------- |  | ----------------------------------- | --- |  | --------------------------------- |  | ----- | ----------------------------------- |  |  | - | 
|Fair value hierarchy 2010
Million US dollar        |  | Quoted (unadjusted)prices - level
1 |     |  | Observable marketinputs - level
2 |  |       | Unobservable marketinputs - level
3 | 
|Financial Assets                                   |  |                                     |     |  |                                   |  |       |                                     |  |  |   | 
|Held for trading (non-derivatives)                 |  |                                     | 641 |  |                                   |  |      |                                     |  |  |  | 
|Available for sale                                 |  |                                     | 6   |  |                                   |  |      |                                     |  |  |  | 
|Derivatives at fair value through profit and loss  |  |                                     |    |  |                                   |  | 735   |                                     |  |  |  | 
|Derivatives in a cash flow hedge relationship      |  |                                     | 96  |  |                                   |  | 635   |                                     |  |  |  | 
|Derivatives in a fair value hedge relationship     |  |                                     |    |  |                                   |  | 152   |                                     |  |  |  | 
|Derivatives in a net investment hedge relationship |  |                                     | 5   |  |                                   |  | 21    |                                     |  |  |  | 
|                                                   |  |                                     |     |  |                                   |  |       |                                     |  |  |   | 
|                                                   |  |                                     | 748 |  |                                   |  | 1 543 |                                     |  |  |  | 
|                                                   |  |                                     |    
|Financial Liabilities                              |  |                                     |     |  |                                   |  |       |                                     |  |  |   | 
|Nonderivatives in a fair value hedge relationship |  |                                     | 5   |  |                                   |  | 1 538 |                                     |  |  |  | 
|Derivatives at fair value through profit and loss  |  |                                     |    |  |                                   |  | 1 781 |                                     |  |  |  | 
|Derivatives in a cash flow hedge relationship      |  |                                     | 14  |  |                                   |  | 597   |                                     |  |  |  | 
|Derivatives in a fair value hedge relationship     |  |                                     | 29  |  |                                   |  | 326   |                                     |  |  |  | 
|Derivatives in a net investment hedge relationship |  |                                     |    |  |                                   |  | 200   |                                     |  |  |  | 
|                                                   |  |                                     |     |  |                                   |  |       |                                     |  |  |   | 
|                                                   |  |                                     | 48  |  |                                   |  | 4 442 |                                     |  |  |  | 
|                                                   |  |                                     |    
|Fair value hierarchy 2009
Million US dollar        |  | Quoted (unadjusted)prices - level
1 |     |  | Observable marketinputs - level
2 |  |       | Unobservable marketinputs - level
3 | 
|Financial Assets                                   |  |                                     |     |  |                                   |  |       |                                     |  |  |   | 
|Held for trading (non-derivatives)                 |  |                                     |    |  |                                   |  | 30    |                                     |  |  |  | 
|Available for sale                                 |  |                                     |    |  |                                   |  | 7     |                                     |  |  |  | 
|Derivatives at fair value through profit and loss  |  |                                     | 3   |  |                                   |  | 290   |                                     |  |  |  | 
|Derivatives in a cash flow hedge relationship      |  |                                     | 45  |  |                                   |  | 841   |                                     |  |  |  | 
|Derivatives in a fair value hedge relationship     |  |                                     |    |  |                                   |  | 198   |                                     |  |  |  | 
|Derivatives in a net investment hedge relationship |  |                                     |    |  |                                   |  | 9     |                                     |  |  |  | 
|                                                   |  |                                     |     |  |                                   |  |       |                                     |  |  |   | 
|                                                   |  |                                     | 48  |  |                                   |  | 1 375 |                                     |  |  |  | 
|                                                   |  |                                     |    
|Financial Liabilities                              |  |                                     |     |  |                                   |  |       |                                     |  |  |   | 
|Non-derivatives in a fair value hedge relationship |  |                                     |    |  |                                   |  | 3 633 |                                     |  |  |  | 
|Derivatives at fair value through profit and loss  |  |                                     | 26  |  |                                   |  | 1 276 |                                     |  |  |  | 
|Derivatives in a cash flow hedge relationship      |  |                                     | 4   |  |                                   |  | 1 459 |                                     |  |  |  | 
|Derivatives in a fair value hedge relationship     |  |                                     | 16  |  |                                   |  | 498   |                                     |  |  |  | 
|Derivatives in a net investment hedge relationship |  |                                     |    |  |                                   |  | 51    |                                     |  |  |  | 
|                                                   |  |                                     |     |  |                                   |  |       |                                     |  |  |   | 
|                                                   |  |                                     | 46  |  |                                   |  | 6 917 |                                     |  |  |  | 

DERIVATIVE INSTRUMENTS

The fair value of exchange traded derivatives (e.g. exchange traded foreign currency futures) is determined by reference to the official
prices published by the respective exchanges (e.g. the New York Board of Trade). The fair value of over-the-counter derivatives is determined by commonly used valuation techniques. These are based on market inputs from reliable financial information
providers.

FINANCIAL ASSET HELD FOR TRADING

As of 31 December 2010, held for trading financial assets are mostly related to marketable debt securities for which quoted prices are published by exchanges or provided by reliable financial
information providers.

NON-DERIVATIVE FINANCIAL LIABILITIES

The fair value of non-derivate financial liabilities is calculated based on commonly-used valuation techniques (i.e. net present value of future principal and interest cash flows discounted at market
rate). These are based on market inputs from reliable financial information providers.

Fair values determined by reference to prices provided
by reliable financial information providers are periodically checked for consistency against other pricing sources.

I. SIGNIFICANCE OF
FINANCIAL INSTRUMENTS FOR FINANCIAL PERFORMANCE

The note at hand discloses the different elements composing AB InBevs position
towards financial risk and instruments. The effect of AB InBevs financial risk management on performance mainly materializes in the items of income, expense; gains or losses recognized in the income statement or in the gains and losses
directly recognized in equity (see Note 11 Finance costs and income).



F-65



---

##### Table of Contents

30. OPERATING LEASES

LEASES AS LESSEE

Non-cancelable
operating leases are payable as follows:



|                             |  |      |       |  |      |  |       | 
|---------------------------- |  | ---- | ----- |  | ---- |  | ----- | 
|Million US dollar            |  | 2010 |       |  | 2009 | 
|Less than one year           |  |      | 229   |  |      |  | 249   | 
|Between one and two years    |  |      | 210   |  |      |  | 227   | 
|Between two and three years  |  |      | 190   |  |      |  | 204   | 
|Between three and five years |  |      | 321   |  |      |  | 349   | 
|More than five years         |  |      | 993   |  |      |  | 1 113 | 
|                             |  |      |       |  |      |  |       | 
|                             |  |      | 1 943 |  |      |  | 2 142 | 

At 31 December 2010, 238m
US dollar was recognized as an expense in the income statement in respect of operating leases as lessee (2009: 269m US dollar, 2008: 233m US dollar).

Following the sale of Dutch and Belgian pub real estate to Cofinimmo in October 2007, AB InBev entered into lease agreements of 27 years. These operating leases maturing in November 2034 represent a
payable of 903m US dollar in the table above.

Furthermore, the company leases a number of warehouses, factory facilities and other commercial
buildings under operating leases. The leases typically run for an initial period of five to ten years, with an option to renew the lease after that date. Lease payments are increased annually to reflect market rentals. None of the leases include
contingent rentals.

SUBLEASES

AB InBev has sublet some of the leased properties. Non-cancelable operating subleases are receivable as follows:



|                             |  |      |     |  |      |  |     | 
|---------------------------- |  | ---- | --- |  | ---- |  | --- | 
|Million US dollar            |  | 2010 |     |  | 2009 | 
|Less than one year           |  |      | 130 |  |      |  | 141 | 
|Between one and two years    |  |      | 117 |  |      |  | 124 | 
|Between two and three years  |  |      | 107 |  |      |  | 114 | 
|Between three and five years |  |      | 187 |  |      |  | 201 | 
|More than five years         |  |      | 223 |  |      |  | 192 | 
|                             |  |      |     |  |      |  |     | 
|                             |  |      | 764 |  |      |  | 772 | 

At 31 December 2010, 149m
US dollar was recognized as income in the income statement in respect of subleases (2009: 153m US dollar, 2008: 148m US dollar).

The
pubs leased from Cofinimmo as from October 2007 are subleased for an average outstanding period of 6 to 8 years for an amount of 225m US dollar. These leases are subject to renewal after their expiration date. The impact of such renewal is not
reported in the table above.

LEASES AS LESSOR

The company leases out part of its property under operating leases. Non-cancelable operating leases are receivable as follows:



|                             |  |      |    |  |      |  |    | 
|---------------------------- |  | ---- | -- |  | ---- |  | -- | 
|Million US dollar            |  | 2010 |    |  | 2009 | 
|Less than one year           |  |      | 6  |  |      |  | 9  | 
|Between one and two years    |  |      | 5  |  |      |  | 9  | 
|Between two and three years  |  |      | 4  |  |      |  | 8  | 
|Between three and five years |  |      | 4  |  |      |  | 12 | 
|More than five years         |  |      | 4  |  |      |  | 10 | 
|                             |  |      |    |  |      |  |    | 
|                             |  |      | 23 |  |      |  | 48 | 

At 31 December 2010, 9m
US dollar was recognized as income in the income statement in respect of operating leases as lessor (2009: 13m US dollar, 2008: 19m US dollar).



F-66



---

##### Table of Contents

31. COLLATERAL AND CONTRACTUAL COMMITMENTS FOR THE ACQUISITION OF PROPERTY,
PLANT AND EQUIPMENT, LOANS TO CUSTOMERS AND OTHER



|                                                                                        |  |      |     |  |      |  |     |      |  |  |     | 
|--------------------------------------------------------------------------------------- |  | ---- | --- |  | ---- |  | --- | ---- |  |  | --- | 
|Million US dollar                                                                       |  | 2010 |     |  | 2009 |  |     | 2008 | 
|Collateral given for own liabilities                                                    |  |      | 535 |  |      |  | 400 |      |  |  | 561 | 
|Collateral and financial guarantees received for own receivables and loans to customers |  |      | 45  |  |      |  | 115 |      |  |  | 181 | 
|Contractual commitments to purchase property, plant and equipment                       |  |      | 983 |  |      |  | 90  |      |  |  | 196 | 
|Contractual commitments to acquire loans to customers                                   |  |      | 71  |  |      |  | 173 |      |  |  | 230 | 
|Other commitments                                                                       |  |      | 746 |  |      |  | 533 |      |  |  | 447 | 

The collateral given for own
liabilities of 535m US dollar at 31 December 2010 contains 330m US dollar cash guarantees. Such cash deposits are a customary feature associated with litigations in Brazil: in accordance with Brazilian laws and regulations a company may or must
(depending on the circumstances) place a deposit with a bank designated by the court or provide other security such as collateral on property, plant and equipment. With regard to judicial cases, AB InBev has made the appropriate provisions in
accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets  see also Note 27 Provisions. In the companys balance sheet the cash guarantees are presented as part of other receivables  see Note 20
Trade and other receivables. The remaining part of collateral given for own liabilities (205m US dollar) contains collateral on AB InBevs property in favor of the excise tax authorities, the amount of which is determined by the level of
the monthly excise taxes due, inventory levels and transportation risk, and collateral on its property, plant and equipment with regard to outstanding loans. To the extent that AB InBev would not respect its obligations under the related outstanding
contracts or would loose the pending judicial cases the collateralized assets would be used to settle AB InBevs obligations.

To keep AB
InBevs credit risk with regard to receivables and loans to customers as low as possible collateral and other credit enhancements were obtained for a total amount of 45m US dollar at 31 December 2010. Collateral is held on both real estate
and debt securities while financial guarantees are obtained from banks and other third parties.

AB InBev has entered into commitments to
purchase property, plant and equipment for an amount of 983m US dollar at 31 December 2010. The increase primarily reflects purchase commitments for capacity extensions and the building of new breweries in Brazil and China.

In a limited number of countries AB InBev has committed itself to acquire loans to customers from banks at their notional amount if the customers do not
respect their reimbursement commitments towards the banks. The total outstanding amount of such loans is 71m US dollar.

Other commitments
amount to 746m US dollar at 31 December 2010 and mainly cover guarantees given to pension funds, rental and other guarantees.

32. CONTINGENCIES1

Certain subsidiaries of AmBev have received tax assessments related to corporate
Brazilian taxation of income generated outside Brazil. In 2005 and 2008, AmBev was officially notified of administrative Lower Court decisions, recognizing that a substantial portion of the amount of these tax assessments was incorrect. These
decisions, of which some were appealed, reduced the amount of the tax assessments to 3.0 billion Brazilian real (1.8 billion US dollar) including interest and penalties. AmBev disputes the validity of these tax assessments and intends to vigorously
defend its case. No provision has been recorded related to these tax assessments.

Certain holders of warrants issued by AmBev in 1996 for
exercise in 2003 proposed lawsuits to subscribe correspondent shares for an amount lower than AmBev considers as established upon the warrant issuance. In case AmBev loses the totality of these lawsuits, the issuance of 27 684 596 preferred shares
and 6 881 719 common shares would be necessary. AmBev would receive in consideration funds that are materially lower than the current market value. This could result in a dilution of about 1% to all AmBev shareholders. Furthermore, the holders of
these warrants are claiming that they should receive the dividends relative to these shares since 2003, approximately 212m Brazilian real (127m US dollar) in addition to legal fees. AmBev disputes these claims and intends to continue to vigorously
defend its case.

AmBev, together with other Brazilian brewers, is party to a lawsuit whereby the Federal Public Prosecutors office
claims collective damages of approximately 2.8 billion Brazilian real (1.68 billion US dollar), out of which 2.1 billion Brazilian real (1.26 billion US dollar) is allocated to AmBev. Plaintiff argues that advertising campaigns of
defendants increase total consumption of alcohol and, as a result, public health and social security costs, traffic accidents, criminality and underage consumption. Shortly after the above lawsuit was filed, a consumer-protection association applied
to be admitted as a joint-plaintiff. The association has made further requests in addition to the ones made by Public Prosecutor including the claim for collective moral damages in an amount to be ascertained by the court; however, it
suggests that it should be equal to the initial request of 2.8 billion Brazilian real (1.68 billion US dollar), therefore it doubles the initial amount involved. The court has admitted the association as joint-plaintiff and has agreed to hear the
new claims. AmBev is vigorously defending this litigation.

On 10 September 2008, an action brought under Section 7 of the Clayton
Antitrust Act styled Ginsburg et al. v. InBev NV/SA et al., C.A. No. 08-1375, was filed against InBev NV/SA, Anheuser-Busch Companies, Inc. and Anheuser-Busch, Inc. in the United States District Court for the Eastern District of Missouri. The
plaintiffs in the Ginsburg action allege that the merger between Anheuser-Busch and InBev will have certain anticompetitive effects and consequences on the beer industry and will create a monopoly in the



|1 | Amounts have been converted to US dollar at the closing rate of the period.
|- | ---------------------------------------------------------------------------



F-67



---

##### Table of Contents

production and sale of beer in the United States. The plaintiffs sought declaratory relief that the merger
violates Section 7 of the Clayton Antitrust Act, injunctive relief to prevent consummation of the merger and fees and expenses. On 18 November 2008, plaintiffs request for injunctive relief was denied. On 3 August 2009, the
Court granted defendants Motion to dismiss plaintiffs claims with prejudice. On 4 August 2009, the Court entered judgment in favor of the defendants. On 19 August 2009, plaintiffs filed an appeal of such judgment. A hearing of
plaintiffs appeal before the Eighth Circuit Court of Appeals occurred on 14 April 2010. On 27 October 2010 plaintiffs appeal was denied. Plaintiffs subsequent Motions for Rehearing were denied on 3 December 2010. AB
InBev will continue to vigorously defend against any remaining appeals of these claims.

On 22 July 2009, CADE, the Brazilian antitrust
authority issued its ruling in Administrative Proceeding No. 08012.003805/2004-1. This proceeding was initiated in 2004 as a result of a complaint filed by Schincariol (a South American brewery and beverage maker based in Brazil) and had, as
its main purpose, the investigation of AmBevs conduct in the market, in particular its customer loyalty program known as Tô Contigo and which is similar to airline frequent flyer and other mileage programs. During its
investigation, the Secretariat of Economic Law of the Ministry of Justice (SDE) concluded that the program should be considered anticompetitive unless certain adjustments were made. These adjustments had already been substantially
incorporated into the current version of the Program. The SDE opinion did not threaten any fines and recommended that the other accusations be dismissed. After the SDE opinion was issued, the proceeding was sent to CADE, which issued a ruling that,
among other things, imposed a fine in the amount of 353m Brazilian real (212m US dollar). AmBev believes that CADEs decision was without merit and thus has challenged it before the federal courts, which have ordered the suspension of the fine
and other parts of the decision upon its posting of a guarantee. AmBev has already rendered a court bond (carta de fiança) for this purpose. According to its advisors analysis, a loss is possible (but not probable), and therefore the
company has not established a provision in its financial statements. AmBev is also involved in other administrative proceedings before CADE and SDE, relating to the investigation of certain conduct, none of which the company believes contravenes
applicable competition rules and regulations.

On 1 December 2009, AB InBev and several of its related companies were sued in Federal
Court in the Eastern District of Missouri in a lawsuit styled Richard F. Angevine v. AB InBev, et al. The plaintiff sought to represent a class of certain employees of Busch Entertainment Corporation, which was divested on 1 December 2009, and
the four Metal Container Corporation plants which were divested on 1 October 2009. He also sought to represent certain employees of any other Anheuser-Busch Companies, Inc. (ABC) subsidiary that had been divested or may be divested during the
18 November 2008 and 17 November 2011 period. The lawsuit contained claims that the class was entitled to enhanced retirement benefits under sections 4.3 and 19.11(f) of the Anheuser-Busch Companies Salaried Employees Pension
Plan (the Plan). Specifically, plaintiff alleged that the divestitures resulted in his involuntarily termination from ABC and its operating division and subsidiaries within three years of the 18 November 2008
ABC/InBev merger, which allegedly triggered the enhanced benefits under the Plan. The lawsuit claimed that by failing to provide the class members with these enhanced benefits, AB InBev, et al. breached their fiduciary duties under ERISA. The
complaint sought punitive damages and attorneys fees. On 16 July 2010, the Court ruled that the claims for breach of fiduciary duty and punitive damages were not proper. The Court also found that Angevine did not exhaust his
administrative remedies, which he must first do before filing a lawsuit. Angevine filed an appeal of this ruling with the Eighth Circuit Court of Appeals on 9 August 2010, which is currently pending. AB InBev will continue to vigorously defend
against the appeal. On 15 September 2010, AB InBev and several of its related companies were sued in Federal Court for the Southern District of Ohio in a lawsuit entitled Rusby Adams et al. v. AB InBev et al. This lawsuit was filed by four
employees of Metal Container Corporations facilities in Columbus, Ohio, Gainesville, Florida, and Ft. Atkinson, Wisconsin that were divested on 1 October 2009. Similar to the Angevine lawsuit, these plaintiffs seek to represent a class of
participants of the Anheuser-Busch Companies Inc. Salaried Employees Pension Plan (the Plan) who had been employed by Anheuser-Busch Companies, Inc. subsidiaries that had been or may be divested during the period of
18 November 2008 and 17 November 2011. The plaintiffs also allege claims similar to the Angevine lawsuit: (1) that they are entitled to benefits under section 19.11(f) of the Plan; (2) that the denial of benefits was a breach of
fiduciary duty. AB InBev believes that it has defenses to these claims, and has filed a Motion to Dismiss, which is currently pending. AB InBev intends to vigorously defend against the lawsuit.

33. RELATED PARTIES

TRANSACTIONS WITH DIRECTORS AND EXECUTIVE BOARD MANAGEMENT MEMBERS (KEY MANAGEMENT PERSONNEL)

In addition to short-term employee benefits (primarily salaries) AB InBevs executive board management members are entitled to post-employment benefits. More particular, members of the executive
board management participate in the pension plan of their respective country  see also Note 25 Employee Benefits. Finally, key management personnel are eligible for the companys share option, restricted stock unit and/or share
swap program (refer Note 26 Share-based Payments). Total directors and executive board management compensation included in the income statement can be detailed as follows:



|                              |  |           |   |  |                          |  |    |           |  |  |                          |  |  |           |     |  |                          |  |    |  |  |  |    | 
|----------------------------- |  | --------- | - |  | ------------------------ |  | -- | --------- |  |  | ------------------------ |  |  | --------- | --- |  | ------------------------ |  | -- |  |  |  | -- | 
|                              |  | 2010      |   |  | 2009                     |  |    | 2008      | 
|Million US dollar             |  | Directors |   |  | Executiveboardmanagement |  |    | Directors |  |  | Executiveboardmanagement |  |  | Directors |     |  | Executiveboardmanagement | 
|                              |  |           |   |  |                          |  |    |           |  |  |                          |  |  |           |     |  |                          |  |    |  |  |  |    | 
|Short-term employee benefits  |  |           | 4 |  |                          |  | 35 |           |  |  | 4                        |  |  |           | 54  |  |                          |  | 12 |  |  |  | 22 | 
|Post-employment benefits      |  |           |  |  |                          |  | 2  |           |  |  |                         |  |  |           | 2   |  |                          |  |   |  |  |  | 3  | 
|Share-based payments          |  |           | 5 |  |                          |  | 43 |           |  |  | 4                        |  |  |           | 51  |  |                          |  | 2  |  |  |  | 15 | 
|Exceptional IFRS 2 adjustment |  |           |  |  |                          |  |   |           |  |  |                         |  |  |           | 45  |  |                          |  |   |  |  |  |   | 
|                              |  |           |   |  |                          |  |    |           |  |  |                          |  |  |           |     |  |                          |  |    |  |  |  |    | 
|                              |  |           | 9 |  |                          |  | 80 |           |  |  | 8                        |  |  |           | 152 |  |                          |  | 14 |  |  |  | 40 | 

Directors compensation
consists mainly of directors fees (tantièmes). Key management personnel was not engaged in any transactions with AB InBev and did not have any significant outstanding balances with the company, with the exception of a consultancy
agreement entered into between AB InBev and Mr. Busch IV in connection with the merger and which will continue until 31 December 2013. Under the terms of the consultancy agreement Mr. Busch IV received a lump sum cash payment of 10.3m
US dollar in 2008. During the consultancy period Mr. Busch IV will be paid a fee of approximately 120 000 US dollar per month



F-68



---

##### Table of Contents

and Mr. Busch IV will be provided with an appropriate office in St Louis, Missouri, administrative support and certain employee benefits that are materially similar to those provided to
full-time salaried employees of Anheuser-Busch.

The decrease in key management remuneration mainly results from higher
accruals for variable compensations in 2009 compared to 2010. The exceptional IFRS 2 adjustment recognized in 2009 for a total of 45m US dollar relates to accelerated share-based payment expenses in accordance with IFRS 2, following the change in
vesting conditions on certain share-based payment plans.

JOINTLY CONTROLLED ENTITIES

AB InBev reports its interest in jointly controlled entities using the line-by-line reporting format for proportionate consolidation. Significant
interests in joint ventures include two distribution entities in Canada, two entities in Brazil, one in China and in UK. None of these joint ventures are material to the company. Aggregate amounts of AB InBevs interest are as follows:



|                                      |  |      |     |  |      |  |     |      |  |  |    | 
|------------------------------------- |  | ---- | --- |  | ---- |  | --- | ---- |  |  | -- | 
|Million US dollar                     |  | 2010 |     |  | 2009 |  |     | 2008 | 
|Non-current assets                    |  |      | 113 |  |      |  | 76  |      |  |  | 68 | 
|Current assets                        |  |      | 69  |  |      |  | 42  |      |  |  | 31 | 
|Non-current liabilities               |  |      | 99  |  |      |  | 131 |      |  |  | 85 | 
|Current liabilities                   |  |      | 217 |  |      |  | 84  |      |  |  | 28 | 
|Result from operations                |  |      | 11  |  |      |  |    |      |  |  | 12 | 
|Profit attributable to equity holders |  |      | 1   |  |      |  |    |      |  |  | 3  | 

TRANSACTIONS WITH ASSOCIATES

AB InBevs transactions with associates were as follows:



|                    |  |      |    |  |      |  |    |      |  |  |    | 
|------------------- |  | ---- | -- |  | ---- |  | -- | ---- |  |  | -- | 
|Million US dollar   |  | 2010 |    |  | 2009 |  |    | 2008 | 
|Revenue             |  |      | 36 |  |      |  | 45 |      |  |  | 12 | 
|Non-current assets  |  |      |   |  |      |  |   |      |  |  | 31 | 
|Current assets      |  |      | 8  |  |      |  | 9  |      |  |  | 14 | 
|Current liabilities |  |      | 11 |  |      |  | 22 |      |  |  | 14 | 

Revenue from associates primarily
consists of sales to distributors in which AB InBev has a non-controlling interest.

TRANSACTIONS WITH PENSION PLANS

AB InBevs transactions with pension plans are mainly comprised of 4m US dollar revenue from pension plans in US and 5m US dollar revenue from
pension plans in Brazil.

TRANSACTIONS WITH GOVERNMENT-RELATED ENTITES

AB InBevs transactions with government-related entities are mainly comprised of 2m US dollar of current liabilities versus local government in China.

34. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

The following guarantor financial information is presented to comply with U.S. SEC disclosure requirements of Rule 3-10 of Regulation S-X.

The issuances or exchanges of securities described below are related to securities fully and unconditionally guaranteed by AB InBev SA/NV (the Parent Guarantor SEC registered) and also jointly
and severally guaranteed by Anheuser-Busch Companies, Inc., BrandBrew S.A. and Cobrew NV/SA (the Subsidiary Guarantors):



| |  |  | On 13 October 2009, Anheuser-Busch InBev Worldwide Inc. issued (i) 1.50 billion US dollar principal amount of 3.000% unsecured notes due
2012, (ii) 1.25 billion US dollar principal amount of 4.125% unsecured notes due 2015, (iii) 2.25 billion US dollar principal amount of 5.375% unsecured notes due 2020 and (iv) 0.50 billion US dollar principal amount of 6.375%
unsecured notes due 2040 (collectively the October Notes). The October Notes were exchanged for publicly registered notes on 8 February 2010.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 24 March 2010, Anheuser-Busch Worldwide Inc. issued (i) 1.0 billion US dollar principal amount of 2.5% unsecured notes due 2013,
(ii) 0.75 billion US dollar principal amount 3.625% unsecured notes due 2015, (iii) 1.0 billion US dollar principal amount of 5.0% due 2020 and (iv) 0.5 billion US dollar bearing interest at a floating rate of 3 month US dollar LIBOR
plus 0.73% due 2013 (collectively the March Notes). These Notes were exchanged for publicly registered notes on 5 August 2010.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 10 November 2010, Anheuser-Busch InBev Worldwide Inc. issued 750 million Brazilian real principal amount of 9.75% notes due 2015.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 24 January 2011, AB InBev Worldwide Inc. issued a series of notes in an aggregate principal amount of 1.65 billion, consisting of
650 million US dollar aggregate principal amount of floating rate notes due 2014, 500 million US dollar aggregate principal amount of fixed rate notes due 2016 and 500 million US dollar aggregate principal amount of fixed rate notes
due 2021. The notes bear interest at an annual rate of 55 basis points above three-month LIBOR for the floating rate notes, 2.875% for the 2016 notes, and 4.375% for the 2021 notes. The notes will mature on 27 January 2014 in the case of the
floating rate notes, 15 February 2016 in the case of the 2016 notes and 15 February 2021 in the case of the 2021 notes. The issuance closed on 27 January 2011.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On 11 February 2011, Anheuser-Busch InBev Worldwide Inc. announced that it had filed a Registration Statement on Form F-4 with the United States
Securities and Exchange Commission (SEC) seeking to undertake an exchange offer of
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-69



---

##### Table of Contents

| | (i) 1.25 billion USD principal amount of 7.2 % notes due 2014, (ii) 2.5 billion USD principal amount of 7.75 % notes due 2019, (iii) 1.25 billion USD principal amount of
8.2 % notes due 2039 (collectively the January Notes) and (iv) 1.55 billion USD principal amount of 5.375 % notes due 2014, (v) 1.0 billion USD principal amount of 6.875 % notes due 2019, and (vi) 0.45
billion USD principal amount of 8.0 % notes due 2039 (collectively the May Notes) . Anheuser-Busch InBev Worldwide would offer to exchange unregistered notes which have been privately issued under Rule 144A for freely tradable notes
registered under the Securities Act of 1933 with otherwise substantially the same terms and conditions. The exchange offer closed on 14 March 2011.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following condensed consolidating financial information presents the Condensed Consolidating Statement of Financial Position as of 31 December 2010 and 2009, the Condensed Consolidating Income
Statements and Condensed Consolidating Statements of Cash Flows for the years ended 31 December 2010, 2009 and 2008 of (a) AB InBev SA/NV (the Parent Guarantor), (b) Anheuser-Busch Worldwide Inc. (the Issuer), (c) the
Subsidiary Guarantors, (d) the non-guarantor subsidiaries, (e) elimination entries necessary to consolidate the Parent with the issuer, the guarantor subsidiaries and the non-guarantor subsidiaries; and (e) the Company on a
consolidated basis. Investments in consolidated subsidiaries are presented under the equity method of accounting. Separate financial statements and other disclosures with respect to the guarantor subsidiaries have not been provided as management
believes the following information is sufficient, as the guarantor subsidiaries are 100% owned by the Parent and all guarantees are full and unconditional. Except as disclosed in Note 23 Changes in Equity and Earnings per Share, there
are no restrictions on the Companys ability to obtain funds from any of its direct or indirect wholly-owned subsidiaries through dividends, loans or advances.

Condensed Consolidating Income Statement



|                                                      |  |            |       |   |                      |  |        |                      |  |  |                |   |  |              |         |   |       |  |        |   |  |  |         |  
|----------------------------------------------------- |  | ---------- | ----- | - | -------------------- |  | ------ | -------------------- |  |  | -------------- | - |  | ------------ | ------- | - | ----- |  | ------ | - |  |  | ------- | -
|For the year ended 31 December 2010
Million US dollar |  | AB InBevSA |       |   | AB InBevWorldwideInc |  |        | SubsidiaryGuarantors |  |  | Non-Guarantors |   |  | Eliminations |         |   | Total | 
|Revenue                                               |  |            |      |   |                      |  |       |                      |  |  | 13 417         |   |  |              | 23 931  |   |       |  | (1 051 | ) |  |  | 36 297  |  
|Cost of sales                                         |  |            |      |   |                      |  |       |                      |  |  | (6 717         | ) |  |              | (10 479 | ) |       |  | 1 045  |   |  |  | (16 151 | )
|                                                      |  |            |       |   |                      |  |        |                      |  |  |                |   |  |              |         |   |       |  |        |   |  |  |         |  
|Gross profit                                          |  |            |      |   |                      |  |       |                      |  |  | 6 700          |   |  |              | 13 452  |   |       |  | (6     | ) |  |  | 20 146  |  
|                                                      |  |            |       |   |                      | 
|Distribution expenses                                 |  |            |      |   |                      |  |       |                      |  |  | (409           | ) |  |              | (2 504  | ) |       |  |       |   |  |  | (2 913  | )
|Sales and marketing expenses                          |  |            | (34   | ) |                      |  |       |                      |  |  | (1 376         | ) |  |              | (3 302  | ) |       |  |       |   |  |  | (4 712  | )
|Administrative expenses                               |  |            | (270  | ) |                      |  |       |                      |  |  | (373           | ) |  |              | (1 317  | ) |       |  |       |   |  |  | (1 960  | )
|Other operating income/(expenses)                     |  |            | 839   |   |                      |  | (358   | )                    |  |  | (380           | ) |  |              | 229     |   |       |  | 6      |   |  |  | 336     |  
|                                                      |  |            |       |   |                      |  |        |                      |  |  |                |   |  |              |         |   |       |  |        |   |  |  |         |  
|Profit from operations                                |  |            | 535   |   |                      |  | (358   | )                    |  |  | 4 162          |   |  |              | 6 558   |   |       |  |       |   |  |  | 10 897  |  
|                                                      |  |            |       |   |                      | 
|Net finance cost                                      |  |            | 107   |   |                      |  | (1 955 | )                    |  |  | (796           | ) |  |              | (1 092  | ) |       |  |       |   |  |  | (3 736  | )
|                                                      |  |            |       |   |                      | 
|Share of result of associates                         |  |            |      |   |                      |  |       |                      |  |  | 6              |   |  |              | 515     |   |       |  |       |   |  |  | 521     |  
|Profit before tax                                     |  |            | 642   |   |                      |  | (2 313 | )                    |  |  | 3 372          |   |  |              | 5 981   |   |       |  |       |   |  |  | 7 682   |  
|                                                      |  |            |       |   |                      | 
|Income tax expense                                    |  |            | (116  | ) |                      |  | 887    |                      |  |  | (1 501         | ) |  |              | (1 190  | ) |       |  |       |   |  |  | (1 920  | )
|Profit                                                |  |            | 526   |   |                      |  | (1 426 | )                    |  |  | 1 871          |   |  |              | 4 791   |   |       |  |       |   |  |  | 5 762   |  
|                                                      |  |            |       |   |                      | 
|Income from subsidiaries                              |  |            | 3 500 |   |                      |  | 2 888  |                      |  |  | 867            |   |  |              | 1 150   |   |       |  | (8 405 | ) |  |  |        |  
|Profit                                                |  |            | 4 026 |   |                      |  | 1 462  |                      |  |  | 2 738          |   |  |              | 5 941   |   |       |  | (8 405 | ) |  |  | 5 762   |  
|                                                      |  |            |       |   |                      | 
|Attributable to:                                      |  |            |       |   |                      |  |        |                      |  |  |                |   |  |              |         |   |       |  |        |   |  |  |         |  
|Equity holders of AB InBev                            |  |            | 4 026 |   |                      |  | 1 462  |                      |  |  | 2 738          |   |  |              | 4 205   |   |       |  | (8 405 | ) |  |  | 4 026   |  
|Non-controlling interest                              |  |            |      |   |                      |  |       |                      |  |  |               |   |  |              | 1 736   |   |       |  |       |   |  |  | 1 736   |  



|                                                      |  |            |        |   |                      |  |        |                      |  |  |                |   |  |              |         |   |       |  |         |   |  |  |         |  
|----------------------------------------------------- |  | ---------- | ------ | - | -------------------- |  | ------ | -------------------- |  |  | -------------- | - |  | ------------ | ------- | - | ----- |  | ------- | - |  |  | ------- | -
|For the year ended 31 December 2009
Million US dollar |  | AB InBevSA |        |   | AB
InBevWorldwideInc |  |        | SubsidiaryGuarantors |  |  | Non-Guarantors |   |  | Eliminations |         |   | Total | 
|Revenue                                               |  |            |       |   |                      |  |       |                      |  |  | 14 791         |   |  |              | 23 035  |   |       |  | (1 068  | ) |  |  | 36 758  |  
|Cost of sales                                         |  |            | (2     | ) |                      |  |       |                      |  |  | (7 795         | ) |  |              | (10 469 | ) |       |  | 1 068   |   |  |  | (17 198 | )
|                                                      |  |            |        |   |                      |  |        |                      |  |  |                |   |  |              |         |   |       |  |         |   |  |  |         |  
|Gross profit                                          |  |            | (2     | ) |                      |  |       |                      |  |  | 6 996          |   |  |              | 12 566  |   |       |  |        |   |  |  | 19 560  |  
|                                                      |  |            |        |   |                      | 
|Distribution expenses                                 |  |            |       |   |                      |  |       |                      |  |  | (441           | ) |  |              | (2 230  | ) |       |  |        |   |  |  | (2 671  | )
|Sales and marketing expenses                          |  |            | (73    | ) |                      |  |       |                      |  |  | (1 638         | ) |  |              | (3 281  | ) |       |  |        |   |  |  | (4 992  | )
|Administrative expenses                               |  |            | 886    |   |                      |  | (851   | )                    |  |  | (732           | ) |  |              | (1 613  | ) |       |  |        |   |  |  | (2 310  | )
|Other operating income/(expenses)                     |  |            | (293   | ) |                      |  |       |                      |  |  | 319            |   |  |              | 1 956   |   |       |  |        |   |  |  | 1 982   |  
|                                                      |  |            |        |   |                      |  |        |                      |  |  |                |   |  |              |         |   |       |  |         |   |  |  |         |  
|Profit from operations                                |  |            | 518    |   |                      |  | (851   | )                    |  |  | 4 504          |   |  |              | 7 398   |   |       |  |        |   |  |  | 11 569  |  
|                                                      |  |            |        |   |                      | 
|Net finance cost                                      |  |            | (2 768 | ) |                      |  | (1 180 | )                    |  |  | (999           | ) |  |              | 528     |   |       |  |        |   |  |  | (4 419  | )
|                                                      |  |            |        |   |                      | 
|Share of result of associates                         |  |            |       |   |                      |  |       |                      |  |  | 8              |   |  |              | 505     |   |       |  |        |   |  |  | 513     |  
|Profit before tax                                     |  |            | (2 250 | ) |                      |  | (2 031 | )                    |  |  | 3 513          |   |  |              | 8 431   |   |       |  |        |   |  |  | 7 663   |  
|                                                      |  |            |        |   |                      | 
|Income tax expense                                    |  |            | (2     | ) |                      |  | 757    |                      |  |  | (1 481         | ) |  |              | (1 060  | ) |       |  |        |   |  |  | (1 786  | )
|Profit                                                |  |            | (2 252 | ) |                      |  | (1 274 | )                    |  |  | 2 032          |   |  |              | 7 371   |   |       |  |        |   |  |  | 5 877   |  
|                                                      |  |            |        |   |                      | 
|Income from subsidiaries                              |  |            | 6 865  |   |                      |  | 3 034  |                      |  |  | 744            |   |  |              | 1 346   |   |       |  | (11 989 | ) |  |  |        |  
|Profit                                                |  |            | 4 613  |   |                      |  | 1 760  |                      |  |  | 2 776          |   |  |              | 8 717   |   |       |  | (11 989 | ) |  |  | 5 877   |  
|                                                      |  |            |        |   |                      | 
|Attributable to:                                      |  |            |        |   |                      |  |        |                      |  |  |                |   |  |              |         |   |       |  |         |   |  |  |         |  
|Equity holders of AB InBev                            |  |            | 4 613  |   |                      |  | 1 760  |                      |  |  | 2 776          |   |  |              | 7 453   |   |       |  | (11 989 | ) |  |  | 4 613   |  
|Non-controlling interest                              |  |            |       |   |                      |  |       |                      |  |  |               |   |  |              | 1 264   |   |       |  |        |   |  |  | 1 264   |  



F-70



---

##### Table of Contents

|                                                      |  |            |       |   |                      |  |      |                      |  |  |                |   |  |              |        |   |       |  |        |   |  |  |         |  
|----------------------------------------------------- |  | ---------- | ----- | - | -------------------- |  | ---- | -------------------- |  |  | -------------- | - |  | ------------ | ------ | - | ----- |  | ------ | - |  |  | ------- | -
|For the year ended 31 December 2008
Million US dollar |  | AB InBevSA |       |   | AB InBevWorldwideInc |  |      | SubsidiaryGuarantors |  |  | Non-Guarantors |   |  | Eliminations |        |   | Total | 
|Revenue                                               |  |            |      |   |                      |  |     |                      |  |  | 1 595          |   |  |              | 22 055 |   |       |  | ( 143  | ) |  |  | 23 507  |  
|Cost of sales                                         |  |            | (3    | ) |                      |  |     |                      |  |  | (978           | ) |  |              | (9 498 | ) |       |  | 143    |   |  |  | (10 336 | )
|                                                      |  |            |       |   |                      |  |      |                      |  |  |                |   |  |              |        |   |       |  |        |   |  |  |         |  
|Gross profit                                          |  |            | (3    | ) |                      |  |     |                      |  |  | 617            |   |  |              | 12 557 |   |       |  |       |   |  |  | 13 171  |  
|                                                      |  |            |       |   |                      | 
|Distribution expenses                                 |  |            |      |   |                      |  |     |                      |  |  | (86            | ) |  |              | (2 639 | ) |       |  |       |   |  |  | (2 725  | )
|Sales and marketing expenses                          |  |            | (51   | ) |                      |  |     |                      |  |  | (188           | ) |  |              | (3 271 | ) |       |  |       |   |  |  | (3 510  | )
|Administrative expenses                               |  |            | 51    |   |                      |  | (97  | )                    |  |  | (70            | ) |  |              | (1 361 | ) |       |  | (1     | ) |  |  | (1 478  | )
|Other operating income/(expenses)                     |  |            | 131   |   |                      |  |     |                      |  |  | (157           | ) |  |              | (93    | ) |       |  | 1      |   |  |  | (118    | )
|                                                      |  |            |       |   |                      |  |      |                      |  |  |                |   |  |              |        |   |       |  |        |   |  |  |         |  
|Profit from operations                                |  |            | 128   |   |                      |  | (97  | )                    |  |  | 116            |   |  |              | 5 193  |   |       |  |       |   |  |  | 5 340   |  
|                                                      |  |            |       |   |                      | 
|Net finance cost                                      |  |            | (393  | ) |                      |  | (173 | )                    |  |  | 352            |   |  |              | (1 386 | ) |       |  |       |   |  |  | (1 600  | )
|                                                      |  |            |       |   |                      | 
|Share of result of associates                         |  |            | 1     |   |                      |  |     |                      |  |  | (1             | ) |  |              | 60     |   |       |  |       |   |  |  | 60      |  
|Profit before tax                                     |  |            | (264  | ) |                      |  | (270 | )                    |  |  | 467            |   |  |              | 3 867  |   |       |  |       |   |  |  | 3 800   |  
|                                                      |  |            |       |   |                      | 
|Income tax expense                                    |  |            | (36   | ) |                      |  | 98   |                      |  |  | (15            | ) |  |              | (721   | ) |       |  |       |   |  |  | (674    | )
|Profit                                                |  |            | (300  | ) |                      |  | (172 | )                    |  |  | 452            |   |  |              | 3 146  |   |       |  |       |   |  |  | 3 126   |  
|                                                      |  |            |       |   |                      | 
|Income from subsidiaries                              |  |            | 2 227 |   |                      |  | 58   |                      |  |  | 132            |   |  |              | 224    |   |       |  | (2 641 | ) |  |  |        |  
|Profit                                                |  |            | 1 927 |   |                      |  | (114 | )                    |  |  | 584            |   |  |              | 3 370  |   |       |  | (2 641 | ) |  |  | 3 126   |  
|                                                      |  |            |       |   |                      | 
|Attributable to:                                      |  |            |       |   |                      |  |      |                      |  |  |                |   |  |              |        |   |       |  |        |   |  |  |         |  
|Equity holders of AB InBev                            |  |            | 1 927 |   |                      |  | (114 | )                    |  |  | 584            |   |  |              | 2 171  |   |       |  | (2 641 | ) |  |  | 1 927   |  
|Non-controlling interest                              |  |            |      |   |                      |  |     |                      |  |  |               |   |  |              | 1 199  |   |       |  |       |   |  |  | 1 199   |  

Condensed
Consolidating Statement of Financial Position



|                                                  |  |            |        |  |                      |  |        |                      |  |  |                |  |  |              |        |  |       |  |          |   |  |  |         | 
|------------------------------------------------- |  | ---------- | ------ |  | -------------------- |  | ------ | -------------------- |  |  | -------------- |  |  | ------------ | ------ |  | ----- |  | -------- | - |  |  | ------- | 
|As at 31 December 2010
Million US dollar          |  | AB InBevSA |        |  | AB InBevWorldwideInc |  |        | SubsidiaryGuarantors |  |  | Non-Guarantors |  |  | Eliminations |        |  | Total | 
|ASSETS                                            |  |            |        |  |                      |  |        |                      |  |  |                |  |  |              |        |  |       |  |          |   |  |  |         | 
|Non-current assets                                |  |            |        |  |                      |  |        |                      |  |  |                |  |  |              |        |  |       |  |          |   |  |  |         | 
|Property, plant and equipment                     |  |            | 86     |  |                      |  |       |                      |  |  | 6 329          |  |  |              | 9 478  |  |       |  |         |   |  |  | 15 893  | 
|Goodwill                                          |  |            |       |  |                      |  |       |                      |  |  | 32 617         |  |  |              | 19 881 |  |       |  |         |   |  |  | 52 498  | 
|Intangible assets                                 |  |            | 153    |  |                      |  |       |                      |  |  | 21 438         |  |  |              | 1 768  |  |       |  |         |   |  |  | 23 359  | 
|Investments in subsidiaries                       |  |            | 47 037 |  |                      |  | 49 961 |                      |  |  | 4 835          |  |  |              | 10 716 |  |       |  | (112 549 | ) |  |  |        | 
|Investments in associates                         |  |            |       |  |                      |  |       |                      |  |  | 45             |  |  |              | 7 250  |  |       |  |         |   |  |  | 7 295   | 
|Other non-current assets                          |  |            | 3 454  |  |                      |  | 199    |                      |  |  | 23 676         |  |  |              | 1 812  |  |       |  | (26 441  | ) |  |  | 2 700   | 
|                                                  |  |            | 50 730 |  |                      |  | 50 160 |                      |  |  | 88 940         |  |  |              | 50 905 |  |       |  | (138 990 | ) |  |  | 101 745 | 
|                                                  |  |            |        |  |                      | 
|Current assets                                    |  |            |        |  |                      |  |        |                      |  |  |                |  |  |              |        |  |       |  |          |   |  |  |         | 
|Inventories                                       |  |            |       |  |                      |  |       |                      |  |  | 639            |  |  |              | 1 770  |  |       |  |         |   |  |  | 2 409   | 
|Trade and other receivables                       |  |            | 214    |  |                      |  |       |                      |  |  | 4 486          |  |  |              | 5 770  |  |       |  | (5 832   | ) |  |  | 4 638   | 
|Cash and cash equivalents                         |  |            | 7      |  |                      |  | 570    |                      |  |  | 2 833          |  |  |              | 4 492  |  |       |  | (3 391   | ) |  |  | 4 511   | 
|Other current assets                              |  |            |       |  |                      |  | 693    |                      |  |  |               |  |  |              | 811    |  |       |  | (465     | ) |  |  | 1 039   | 
|                                                  |  |            | 221    |  |                      |  | 1 263  |                      |  |  | 7 958          |  |  |              | 12 843 |  |       |  | (9 688   | ) |  |  | 12 597  | 
|Total assets                                      |  |            | 50 951 |  |                      |  | 51 423 |                      |  |  | 96 898         |  |  |              | 63 748 |  |       |  | (148 678 | ) |  |  | 114 342 | 
|                                                  |  |            |        |  |                      | 
|EQUITY AND LIABILITIES                            |  |            |        |  |                      |  |        |                      |  |  |                |  |  |              |        |  |       |  |          |   |  |  |         | 
|Equity                                            |  |            |        |  |                      |  |        |                      |  |  |                |  |  |              |        |  |       |  |          |   |  |  |         | 
|Equity attributable to equity holders of AB InBev |  |            | 35 259 |  |                      |  | 19 296 |                      |  |  | 63 258         |  |  |              | 29 995 |  |       |  | (112 549 | ) |  |  | 35 259  | 
|Minority interest                                 |  |            |       |  |                      |  |       |                      |  |  | 10             |  |  |              | 3 530  |  |       |  |         |   |  |  | 3 540   | 
|                                                  |  |            | 35 259 |  |                      |  | 19 296 |                      |  |  | 63 268         |  |  |              | 33 525 |  |       |  | (112 549 | ) |  |  | 38 799  | 
|                                                  |  |            |        |  |                      | 
|Non-current liabilities                           |  |            |        |  |                      |  |        |                      |  |  |                |  |  |              |        |  |       |  |          |   |  |  |         | 
|Interest-bearing loans and borrowings             |  |            | 10 855 |  |                      |  | 31 702 |                      |  |  | 11 003         |  |  |              | 14 643 |  |       |  | (26 242  | ) |  |  | 41 961  | 
|Employee benefits                                 |  |            | 4      |  |                      |  |       |                      |  |  | 1 768          |  |  |              | 974    |  |       |  |         |   |  |  | 2 746   | 
|Deferred tax liabilities                          |  |            |       |  |                      |  |       |                      |  |  | 11 403         |  |  |              | 705    |  |       |  | (199     | ) |  |  | 11 909  | 
|Other non-current liabilities                     |  |            | 336    |  |                      |  |       |                      |  |  | 1 468          |  |  |              | 1 404  |  |       |  |         |   |  |  | 3 207   | 
|                                                  |  |            | 11 195 |  |                      |  | 31 702 |                      |  |  | 25 642         |  |  |              | 17 726 |  |       |  | (26 441  | ) |  |  | 59 823  | 
|                                                  |  |            |        |  |                      | 
|Current liabilities                               |  |            |        |  |                      |  |        |                      |  |  |                |  |  |              |        |  |       |  |          |   |  |  |         | 
|Interest-bearing loans and borrowings             |  |            | 1 670  |  |                      |  |       |                      |  |  | 2 597          |  |  |              | 3 778  |  |       |  | (5 126   | ) |  |  | 2 919   | 
|Trade and other payables                          |  |            | 660    |  |                      |  | 425    |                      |  |  | 3 643          |  |  |              | 8 048  |  |       |  | (706     | ) |  |  | 12 071  | 
|Other current liabilities                         |  |            | 2 167  |  |                      |  |       |                      |  |  | 1 748          |  |  |              | 671    |  |       |  | (3 856   | ) |  |  | 730     | 
|                                                  |  |            | 4 497  |  |                      |  | 425    |                      |  |  | 7 988          |  |  |              | 12 497 |  |       |  | (9 688   | ) |  |  | 15 720  | 
|Total equity and liabilities                      |  |            | 50 951 |  |                      |  | 51 423 |                      |  |  | 96 898         |  |  |              | 63 748 |  |       |  | (148 678 | ) |  |  | 114 342 | 



F-71



---

##### Table of Contents

|                                                  |  |             |        |  |                       |  |        |                       |  |  |                 |  |  |               |        |   |        |  |          |   |  |  |         | 
|------------------------------------------------- |  | ----------- | ------ |  | --------------------- |  | ------ | --------------------- |  |  | --------------- |  |  | ------------- | ------ | - | ------ |  | -------- | - |  |  | ------- | 
|As at 31 December 2009
Million US dollar          |  | AB InBevSA1 |        |  | AB InBevWorldwideInc1 |  |        | SubsidiaryGuarantors1 |  |  | Non-Guarantors1 |  |  | Eliminations1 |        |   | Total1 | 
|ASSETS                                            |  |             |        |  |                       |  |        |                       |  |  |                 |  |  |               |        |   |        |  |          |   |  |  |         | 
|Non-current assets                                |  |             |        |  |                       |  |        |                       |  |  |                 |  |  |               |        |   |        |  |          |   |  |  |         | 
|Property, plant and equipment                     |  |             | 88     |  |                       |  |       |                       |  |  | 7 016           |  |  |               | 9 357  |   |        |  |         |   |  |  | 16 461  | 
|Goodwill                                          |  |             |       |  |                       |  |       |                       |  |  | 32 617          |  |  |               | 19 508 |   |        |  |         |   |  |  | 52 125  | 
|Intangible assets                                 |  |             | 192    |  |                       |  |       |                       |  |  | 21 221          |  |  |               | 1 752  |   |        |  |         |   |  |  | 23 165  | 
|Investments in subsidiaries                       |  |             | 46 320 |  |                       |  | 52 252 |                       |  |  | 4 150           |  |  |               | 21 801 |   |        |  | (124 523 | ) |  |  |        | 
|Investments in associates                         |  |             | 1      |  |                       |  |       |                       |  |  | 69              |  |  |               | 6 674  |   |        |  |         |   |  |  | 6 744   | 
|Other non-current assets                          |  |             | 686    |  |                       |  |       |                       |  |  | 11 595          |  |  |               | 2 223  |   |        |  | (11 327  | ) |  |  | 3 177   | 
|                                                  |  |             | 47 287 |  |                       |  | 52 252 |                       |  |  | 76 668          |  |  |               | 61 315 |   |        |  | (135 850 | ) |  |  | 101 672 | 
|                                                  |  |             |        |  |                       | 
|Current assets                                    |  |             |        |  |                       |  |        |                       |  |  |                 |  |  |               |        |   |        |  |          |   |  |  |         | 
|Inventories                                       |  |             |       |  |                       |  |       |                       |  |  | 850             |  |  |               | 1 504  |   |        |  |         |   |  |  | 2 354   | 
|Trade and other receivables                       |  |             | 1 279  |  |                       |  |       |                       |  |  | 3 144           |  |  |               | 5 918  |   |        |  | (6 242   | ) |  |  | 4 099   | 
|Cash and cash equivalents                         |  |             | 11     |  |                       |  | 914    |                       |  |  | 5 872           |  |  |               | (3 108 | ) |        |  |         |   |  |  | 3 689   | 
|Other current assets                              |  |             |       |  |                       |  | 855    |                       |  |  | 17              |  |  |               | 694    |   |        |  | (855     | ) |  |  | 711     | 
|                                                  |  |             | 1 290  |  |                       |  | 1 769  |                       |  |  | 9 883           |  |  |               | 5 008  |   |        |  | (7 097   | ) |  |  | 10 853  | 
|Total assets                                      |  |             | 48 577 |  |                       |  | 54 021 |                       |  |  | 86 551          |  |  |               | 66 323 |   |        |  | (142 947 | ) |  |  | 112 525 | 
|                                                  |  |             |        |  |                       | 
|EQUITY AND LIABILITIES                            |  |             |        |  |                       |  |        |                       |  |  |                 |  |  |               |        |   |        |  |          |   |  |  |         | 
|Equity                                            |  |             |        |  |                       |  |        |                       |  |  |                 |  |  |               |        |   |        |  |          |   |  |  |         | 
|Equity attributable to equity holders of AB InBev |  |             | 30 318 |  |                       |  | 28 421 |                       |  |  | 56 243          |  |  |               | 39 859 |   |        |  | (124 523 | ) |  |  | 30 318  | 
|Minority interest                                 |  |             |       |  |                       |  |       |                       |  |  | 10              |  |  |               | 2 843  |   |        |  |         |   |  |  | 2 853   | 
|                                                  |  |             | 30 318 |  |                       |  | 28 421 |                       |  |  | 56 253          |  |  |               | 42 702 |   |        |  | (124 523 | ) |  |  | 33 171  | 
|                                                  |  |             |        |  |                       | 
|Non-current liabilities                           |  |             |        |  |                       |  |        |                       |  |  |                 |  |  |               |        |   |        |  |          |   |  |  |         | 
|Interest-bearing loans and borrowings             |  |             | 11 288 |  |                       |  | 25 258 |                       |  |  | 6 224           |  |  |               | 15 605 |   |        |  | (11 326  | ) |  |  | 47 049  | 
|Employee benefits                                 |  |             | 3      |  |                       |  |       |                       |  |  | 1 680           |  |  |               | 928    |   |        |  |         |   |  |  | 2 611   | 
|Deferred tax liabilities                          |  |             |       |  |                       |  |       |                       |  |  | 11 800          |  |  |               | 695    |   |        |  |         |   |  |  | 12 495  | 
|Other non-current liabilites                      |  |             | 177    |  |                       |  |       |                       |  |  | 1 228           |  |  |               | 1 540  |   |        |  |         |   |  |  | 2 945   | 
|                                                  |  |             | 11 468 |  |                       |  | 25 258 |                       |  |  | 20 932          |  |  |               | 18 768 |   |        |  | (11 326  | ) |  |  | 65 100  | 
|                                                  |  |             |        |  |                       | 
|Current liabilities                               |  |             |        |  |                       |  |        |                       |  |  |                 |  |  |               |        |   |        |  |          |   |  |  |         | 
|Interest-bearing loans and borrowings             |  |             | 1 102  |  |                       |  |       |                       |  |  | 3 162           |  |  |               | 2 904  |   |        |  | (5 153   | ) |  |  | 2 015   | 
|Trade and other payables                          |  |             | 1 055  |  |                       |  | 342    |                       |  |  | 3 938           |  |  |               | 7 132  |   |        |  | (1 090   | ) |  |  | 11 377  | 
|Other current liabilies                           |  |             | 4 634  |  |                       |  |       |                       |  |  | 2 266           |  |  |               | (5 183 | ) |        |  | (855     | ) |  |  | 862     | 
|                                                  |  |             | 6 791  |  |                       |  | 342    |                       |  |  | 9 366           |  |  |               | 4 853  |   |        |  | (7 098   | ) |  |  | 14 254  | 
|Total equity and liabilities                      |  |             | 48 577 |  |                       |  | 54 021 |                       |  |  | 86 551          |  |  |               | 66 323 |   |        |  | (142 947 | ) |  |  | 112 525 | 



|1 | Reclassified to conform to the 2010 presentation
|- | ------------------------------------------------



F-72



---

##### Table of Contents

Condensed Consolidating Statement of Cash Flows



|                                                                                            |  |            |         |   |                      |  |         |                      |  |  |                |   |  |              |        |   |       |  |         |   |  |  |         |  
|------------------------------------------------------------------------------------------- |  | ---------- | ------- | - | -------------------- |  | ------- | -------------------- |  |  | -------------- | - |  | ------------ | ------ | - | ----- |  | ------- | - |  |  | ------- | -
|For the year ended 31 December 2010
Million US dollar                                       |  | AB InBevSA |         |   | AB InBevWorldwideInc |  |         | SubsidiaryGuarantors |  |  | Non-Guarantors |   |  | Eliminations |        |   | Total | 
|OPERATING ACTIVITIES                                                                        |  |            |         |   |                      |  |         |                      |  |  |                |   |  |              |        |   |       |  |         |   |  |  |         |  
|Profit                                                                                      |  |            | 4 026   |   |                      |  | 1 462   |                      |  |  | 2 738          |   |  |              | 5 941  |   |       |  | (8 405  | ) |  |  | 5 762   |  
|Depreciation, amortization and impairment                                                   |  |            | 72      |   |                      |  |        |                      |  |  | 861            |   |  |              | 1 855  |   |       |  |        |   |  |  | 2 788   |  
|Net finance cost                                                                            |  |            | (107    | ) |                      |  | 1 955   |                      |  |  | 795            |   |  |              | 1 093  |   |       |  |        |   |  |  | 3 736   |  
|Income tax expense                                                                          |  |            | 116     |   |                      |  | (887    | )                    |  |  | 1 501          |   |  |              | 1 190  |   |       |  |        |   |  |  | 1 920   |  
|Investment income                                                                           |  |            | (3 500  | ) |                      |  | (2 888  | )                    |  |  | (867           | ) |  |              | (1 150 | ) |       |  | 8 405   |   |  |  |        |  
|Other items                                                                                 |  |            | 43      |   |                      |  |        |                      |  |  | 316            |   |  |              | (300   | ) |       |  |        |   |  |  | 59      |  
|Cash flow from operating activities before changes in working capital and use of provisions |  |            | 650     |   |                      |  | (358    | )                    |  |  | 5 344          |   |  |              | 8 629  |   |       |  |        |   |  |  | 14 265  |  
|Working capital and provisions                                                              |  |            | 64      |   |                      |  | 855     |                      |  |  | (998           | ) |  |              | (183   | ) |       |  | (31     | ) |  |  | (293    | )
|Cash generated from operations                                                              |  |            | 714     |   |                      |  | 497     |                      |  |  | 4 346          |   |  |              | 8 446  |   |       |  | (31     | ) |  |  | 13 972  |  
|Interest paid, net                                                                          |  |            | (413    | ) |                      |  | (1 684  | )                    |  |  | 50             |   |  |              | (707   | ) |       |  | (14     | ) |  |  | (2 768  | )
|Dividends received                                                                          |  |            | 104     |   |                      |  | 5 600   |                      |  |  | 662            |   |  |              | 7 988  |   |       |  | (13 971 | ) |  |  | 383     |  
|Income tax paid                                                                             |  |            | (3      | ) |                      |  |        |                      |  |  | (826           | ) |  |              | (853   | ) |       |  |        |   |  |  | (1 682  | )
|Cash flow from operating activities                                                         |  |            | 402     |   |                      |  | 4 413   |                      |  |  | 4 232          |   |  |              | 14 874 |   |       |  | (14 016 | ) |  |  | 9 905   |  
|                                                                                            |  |            |         |   |                      | 
|INVESTING ACTIVITIES                                                                        |  |            |         |   |                      |  |         |                      |  |  |                |   |  |              |        |   |       |  |         |   |  |  |         |  
|Acquisition of property, plant and equipment and of intangible assets                       |  |            | (68     | ) |                      |  |        |                      |  |  | (210           | ) |  |              | (2 066 | ) |       |  |        |   |  |  | (2 344  | )
|Net proceeds/(acquisition) of other assets                                                  |  |            | 328     |   |                      |  | (15     | )                    |  |  | (148           | ) |  |              | (916   | ) |       |  | 533     |   |  |  | (218    | )
|Net repayments/(payments) of loans granted                                                  |  |            | (10 168 | ) |                      |  |        |                      |  |  | (17 776        | ) |  |              | (1 490 | ) |       |  | 29 450  |   |  |  | 16      |  
|Cash flow from investing activities                                                         |  |            | (9 908  | ) |                      |  | (15     | )                    |  |  | (18 134        | ) |  |              | (4 472 | ) |       |  | 29 983  |   |  |  | (2 546  | )
|                                                                                            |  |            |         |   |                      | 
|FINANCING ACTIVITIES                                                                        |  |            |         |   |                      |  |         |                      |  |  |                |   |  |              |        |   |       |  |         |   |  |  |         |  
|Intra-group capital reimbursements                                                          |  |            | 11 536  |   |                      |  | (5 921  | )                    |  |  |               |   |  |              | (5 615 | ) |       |  |        |   |  |  |        |  
|Proceeds from borrowings                                                                    |  |            | 12 953  |   |                      |  | 24 020  |                      |  |  | 19 319         |   |  |              | 3 666  |   |       |  | (32 645 | ) |  |  | 27 313  |  
|Payments on borrowings                                                                      |  |            | (12 444 | ) |                      |  | (17 760 | )                    |  |  | (1 172         | ) |  |              | (3 217 | ) |       |  | 2 990   |   |  |  | (31 603 | )
|Other financing activities                                                                  |  |            | 717     |   |                      |  | (2      | )                    |  |  | (1 022         | ) |  |              | 298    |   |       |  | (534    | ) |  |  | (543    | )
|Dividends paid                                                                              |  |            | (788    | ) |                      |  | (5 079  | )                    |  |  | (5 719         | ) |  |              | (4 300 | ) |       |  | 13 962  |   |  |  | (1 924  | )
|Cash flow from financing activities                                                         |  |            | 11 974  |   |                      |  | (4 742  | )                    |  |  | 11 406         |   |  |              | (9 168 | ) |       |  | (16 227 | ) |  |  | (6 757  | )
|                                                                                            |  |            |         |   |                      | 
|Net increase/(decrease) in cash and cash equivalents                                        |  |            | 2 468   |   |                      |  | (344    | )                    |  |  | (2 496         | ) |  |              | 1 234  |   |       |  | (260    | ) |  |  | 602     |  
|                                                                                            |  |            |         |   |                      | 
|Cash and cash equivalents less bank overdrafts at beginning of year                         |  |            | (4 534  | ) |                      |  | 914     |                      |  |  | 4 036          |   |  |              | 3 245  |   |       |  |        |   |  |  | 3 661   |  
|Effect of exchange rate fluctuations                                                        |  |            | (61     | ) |                      |  |        |                      |  |  | 22             |   |  |              | 13     |   |       |  | 260     |   |  |  | 234     |  
|Cash and cash equivalents less bank overdrafts at end of year                               |  |            | (2 127  | ) |                      |  | 570     |                      |  |  | 1 562          |   |  |              | 4 492  |   |       |  |        |   |  |  | 4 497   |  



F-73



---

##### Table of Contents

|                                                                                            |  |            |         |   |                      |  |         |                      |  |  |                |   |  |              |         |   |       |  |         |   |  |  |         |  
|------------------------------------------------------------------------------------------- |  | ---------- | ------- | - | -------------------- |  | ------- | -------------------- |  |  | -------------- | - |  | ------------ | ------- | - | ----- |  | ------- | - |  |  | ------- | -
|For the year ended 31 December 2009
Million US dollar                                       |  | AB InBevSA |         |   | AB InBevWorldwideInc |  |         | SubsidiaryGuarantors |  |  | Non-Guarantors |   |  | Eliminations |         |   | Total | 
|OPERATING ACTIVITIES                                                                        |  |            |         |   |                      |  |         |                      |  |  |                |   |  |              |         |   |       |  |         |   |  |  |         |  
|Profit                                                                                      |  |            | 4 613   |   |                      |  | 1 760   |                      |  |  | 2 776          |   |  |              | 8 717   |   |       |  | (11 989 | ) |  |  | 5 877   |  
|Depreciation, amortization and impairment                                                   |  |            | 111     |   |                      |  |        |                      |  |  | 1 035          |   |  |              | 1 839   |   |       |  |        |   |  |  | 2 985   |  
|Additions/(reversals) in provisions and employee benefits                                   |  |            | 50      |   |                      |  |        |                      |  |  | (65            | ) |  |              | 203     |   |       |  |        |   |  |  | 188     |  
|Net finance cost                                                                            |  |            | 2 768   |   |                      |  | 1 180   |                      |  |  | 982            |   |  |              | (511    | ) |       |  |        |   |  |  | 4 419   |  
|Loss/(gain) on sale of subsidiaries, associates                                             |  |            | 130     |   |                      |  |        |                      |  |  | 11             |   |  |              | (1 696  | ) |       |  |        |   |  |  | (1 555  | )
|Income tax expense                                                                          |  |            | 2       |   |                      |  | (757    | )                    |  |  | 1 481          |   |  |              | 1 060   |   |       |  |        |   |  |  | 1 786   |  
|Investment income                                                                           |  |            | (6 865  | ) |                      |  | (3 034  | )                    |  |  | (744           | ) |  |              | (1 346  | ) |       |  | 11 989  |   |  |  |        |  
|Other items                                                                                 |  |            | 126     |   |                      |  |        |                      |  |  |               |   |  |              | (596    | ) |       |  |        |   |  |  | (470    | )
|Cash flow from operating activities before changes in working capital and use of provisions |  |            | 935     |   |                      |  | (851    | )                    |  |  | 5 476          |   |  |              | 7 670   |   |       |  |        |   |  |  | 13 230  |  
|Increase/(decrease) in trade and other payables                                             |  |            | (387    | ) |                      |  |        |                      |  |  | 858            |   |  |              | 831     |   |       |  | (965    | ) |  |  | 337     |  
|Working capital and provisions                                                              |  |            | (284    | ) |                      |  |        |                      |  |  | (97            | ) |  |              | (691    | ) |       |  | 974     |   |  |  | (98     | )
|Cash generated from operations                                                              |  |            | 264     |   |                      |  | (851    | )                    |  |  | 6 237          |   |  |              | 7 810   |   |       |  | 9       |   |  |  | 13 469  |  
|Interest paid, net                                                                          |  |            | (391    | ) |                      |  | (786    | )                    |  |  | (698           | ) |  |              | (896    | ) |       |  | (5      | ) |  |  | (2 776  | )
|Dividends received                                                                          |  |            | 4 531   |   |                      |  | 3 200   |                      |  |  | 506            |   |  |              | 5 354   |   |       |  | (13 591 | ) |  |  |        |  
|Income tax paid                                                                             |  |            | 24      |   |                      |  |        |                      |  |  | (977           | ) |  |              | (616    | ) |       |  |        |   |  |  | (1 569  | )
|Cash flow from operating activities                                                         |  |            | 4 428   |   |                      |  | 1 563   |                      |  |  | 5 068          |   |  |              | 11 652  |   |       |  | (13 587 | ) |  |  | 9 124   |  
|                                                                                            |  |            |         |   |                      | 
|INVESTING ACTIVITIES                                                                        |  |            |         |   |                      |  |         |                      |  |  |                |   |  |              |         |   |       |  |         |   |  |  |         |  
|Sale of subsidiaries, net of cash disposed of                                               |  |            | 585     |   |                      |  |        |                      |  |  | 2 446          |   |  |              | 7 025   |   |       |  | (4 824  | ) |  |  | 5 232   |  
|Acquisition of subsidiaries, net of cash acquired                                           |  |            | (127    | ) |                      |  | (454    | )                    |  |  | (149           | ) |  |              | (831    | ) |       |  | 953     |   |  |  | (608    | )
|Purchase of non-controlling interest                                                        |  |            |        |   |                      |  |        |                      |  |  |               |   |  |              | (38     | ) |       |  |        |   |  |  | (38     | )
|Acquisition of property, plant and equipment and of intangible assets                       |  |            | (44     | ) |                      |  |        |                      |  |  | (274           | ) |  |              | (1 395  | ) |       |  |        |   |  |  | (1 713  | )
|Net proceeds/(acquisition) of other assets                                                  |  |            | 649     |   |                      |  |        |                      |  |  | 588            |   |  |              | (2 494  | ) |       |  | 3 653   |   |  |  | 2 396   |  
|Cash Flow from Investing Activities                                                         |  |            | 1 063   |   |                      |  | (454    | )                    |  |  | 2 611          |   |  |              | 2 267   |   |       |  | (218    | ) |  |  | 5 269   |  
|                                                                                            |  |            |         |   |                      | 
|FINANCING ACTIVITIES                                                                        |  |            |         |   |                      |  |         |                      |  |  |                |   |  |              |         |   |       |  |         |   |  |  |         |  
|Net proceeds from the issue of share capital                                                |  |            | 131     |   |                      |  |        |                      |  |  | (1             | ) |  |              | (3 925  | ) |       |  | 3 871   |   |  |  | 76      |  
|Net purchase of treasury shares                                                             |  |            |        |   |                      |  |        |                      |  |  |               |   |  |              |        |   |       |  |        |   |  |  |        |  
|Proceeds from borrowings                                                                    |  |            | 11 045  |   |                      |  | 13 407  |                      |  |  | 6 445          |   |  |              | 13 556  |   |       |  | (16 619 | ) |  |  | 27 834  |  
|Payments on borrowings                                                                      |  |            | (18 775 | ) |                      |  | (14 000 | )                    |  |  | (7 390         | ) |  |              | (12 308 | ) |       |  | 12 846  |   |  |  | (39 627 | )
|Cash net finance costs other than interests                                                 |  |            | (1 982  | ) |                      |  |        |                      |  |  | 520            |   |  |              | 1 396   |   |       |  |        |   |  |  | (66     | )
|Dividends paid                                                                              |  |            | (597    | ) |                      |  |        |                      |  |  | (3 479         | ) |  |              | (10 792 | ) |       |  | 13 555  |   |  |  | (1 313  | )
|Cash flow from financing activities                                                         |  |            | (10 178 | ) |                      |  | (593    | )                    |  |  | (3 905         | ) |  |              | (12 073 | ) |       |  | 13 653  |   |  |  | (13 096 | )
|Net increase/(decrease) in cash and cash equivalents                                        |  |            | (4 687  | ) |                      |  | 516     |                      |  |  | 3 774          |   |  |              | 1 846   |   |       |  | (152    | ) |  |  | 1 297   |  
|Cash and cash equivalents less bank overdrafts at beginning of year                         |  |            |        |   |                      |  | 398     |                      |  |  | 463            |   |  |              | 1 310   |   |       |  |        |   |  |  | 2 171   |  
|Effect of exchange rate fluctuations                                                        |  |            | 153     |   |                      |  |        |                      |  |  | (201           | ) |  |              | 89      |   |       |  | 152     |   |  |  | 193     |  
|Cash and cash equivalents less bank overdrafts at end of year                               |  |            | (4 534  | ) |                      |  | 914     |                      |  |  | 4 036          |   |  |              | 3 245   |   |       |  |        |   |  |  | 3 661   |  



F-74



---

##### Table of Contents

|                                                                                            |  |            |         |   |                      |  |         |                      |  |  |                |   |  |              |         |   |       |  |         |   |  |  |         |  
|------------------------------------------------------------------------------------------- |  | ---------- | ------- | - | -------------------- |  | ------- | -------------------- |  |  | -------------- | - |  | ------------ | ------- | - | ----- |  | ------- | - |  |  | ------- | -
|For the year ended 31 December 2008
Million US dollar                                       |  | AB InBevSA |         |   | AB InBevWorldwideInc |  |         | SubsidiaryGuarantors |  |  | Non-Guarantors |   |  | Eliminations |         |   | Total | 
|OPERATING ACTIVITIES                                                                        |  |            |         |   |                      |  |         |                      |  |  |                |   |  |              |         |   |       |  |         |   |  |  |         |  
|Profit                                                                                      |  |            | 1 927   |   |                      |  | (114    | )                    |  |  | 584            |   |  |              | 3 370   |   |       |  | (2 641  | ) |  |  | 3 126   |  
|Depreciation, amortization and impairment                                                   |  |            | 43      |   |                      |  |        |                      |  |  | 132            |   |  |              | 1 886   |   |       |  |        |   |  |  | 2 061   |  
|Additions/(reversals) in provisions and employee benefits                                   |  |            | 9       |   |                      |  |        |                      |  |  | 237            |   |  |              | 326     |   |       |  |        |   |  |  | 572     |  
|Net finance cost                                                                            |  |            | 394     |   |                      |  | 173     |                      |  |  | (355           | ) |  |              | 1 388   |   |       |  |        |   |  |  | 1 600   |  
|Income tax expense                                                                          |  |            | 36      |   |                      |  | (98     | )                    |  |  | 15             |   |  |              | 721     |   |       |  |        |   |  |  | 674     |  
|Investment income                                                                           |  |            | (2 227  | ) |                      |  | (58     | )                    |  |  | (132           | ) |  |              | (224    | ) |       |  | 2 641   |   |  |  |        |  
|Other items                                                                                 |  |            | 18      |   |                      |  |        |                      |  |  | 4              |   |  |              | (120    | ) |       |  |        |   |  |  | (98     | )
|Cash flow from operating activities before changes in working capital and use of provisions |  |            | 200     |   |                      |  | (97     | )                    |  |  | 485            |   |  |              | 7 347   |   |       |  |        |   |  |  | 7 935   |  
|Increase/(decrease) in trade and other payables                                             |  |            | 145     |   |                      |  |        |                      |  |  | (98            | ) |  |              | 596     |   |       |  | (279    | ) |  |  | 364     |  
|Working capital and provisions                                                              |  |            | (88     | ) |                      |  |        |                      |  |  | 7              |   |  |              | (800    | ) |       |  | 204     |   |  |  | (677    | )
|Cash generated from operations                                                              |  |            | 257     |   |                      |  | (97     | )                    |  |  | 394            |   |  |              | 7 143   |   |       |  | (75     | ) |  |  | 7 622   |  
|Interest paid, net                                                                          |  |            | (36     | ) |                      |  | (5      | )                    |  |  | 346            |   |  |              | (1 154  | ) |       |  |        |   |  |  | (849    | )
|Dividends received                                                                          |  |            | 1 835   |   |                      |  |        |                      |  |  | 149            |   |  |              | 3 744   |   |       |  | (5 727  | ) |  |  | 1       |  
|Income tax paid                                                                             |  |            | (73     | ) |                      |  |        |                      |  |  | (15            | ) |  |              | (1 153  | ) |       |  |        |   |  |  | (1 241  | )
|Cash flow from operating activities                                                         |  |            | 1 983   |   |                      |  | (102    | )                    |  |  | 874            |   |  |              | 8 580   |   |       |  | (5 802  | ) |  |  | 5 533   |  
|                                                                                            |  |            |         |   |                      | 
|INVESTING ACTIVITIES                                                                        |  |            |         |   |                      |  |         |                      |  |  |                |   |  |              |         |   |       |  |         |   |  |  |         |  
|Acquisition of subsidiaries, net of cash acquired                                           |  |            | (28 557 | ) |                      |  | (52 019 | )                    |  |  | 229            |   |  |              | (26 583 | ) |       |  | 55 304  |   |  |  | (51 626 | )
|Purchase of non-controlling interest                                                        |  |            |        |   |                      |  |        |                      |  |  |               |   |  |              | (853    | ) |       |  |        |   |  |  | (853    | )
|Acquisition of property, plant and equipment and of intangible assets                       |  |            | (97     | ) |                      |  |        |                      |  |  | (200           | ) |  |              | (2 717  | ) |       |  | 362     |   |  |  | (2 652  | )
|Net proceeds/(acquisition) of other assets                                                  |  |            | 1 150   |   |                      |  |        |                      |  |  | (4 048         | ) |  |              | (459    | ) |       |  | 3 610   |   |  |  | 253     |  
|Cash Flow from Investing Activities                                                         |  |            | (27 504 | ) |                      |  | (52 019 | )                    |  |  | (4 019         | ) |  |              | (30 612 | ) |       |  | 59 276  |   |  |  | (54 878 | )
|                                                                                            |  |            |         |   |                      | 
|FINANCING ACTIVITIES                                                                        |  |            |         |   |                      |  |         |                      |  |  |                |   |  |              |         |   |       |  |         |   |  |  |         |  
|Net proceeds from the issue of share capital                                                |  |            | 9 733   |   |                      |  | 26 519  |                      |  |  | 2 038          |   |  |              | 26 774  |   |       |  | (55 300 | ) |  |  | 9 764   |  
|Net purchase of treasury shares                                                             |  |            | (152    | ) |                      |  |        |                      |  |  | (635           | ) |  |              | (10     | ) |       |  |        |   |  |  | (797    | )
|Proceeds from borrowings                                                                    |  |            | 20 390  |   |                      |  | 26 000  |                      |  |  | 8 244          |   |  |              | 6 378   |   |       |  | (4 587  | ) |  |  | 56 425  |  
|Payments on borrowings                                                                      |  |            | (2 184  | ) |                      |  |        |                      |  |  | (5 619         | ) |  |              | (4 831  | ) |       |  | 681     |   |  |  | (11 953 | )
|Cash net finance costs other than interests                                                 |  |            | (336    | ) |                      |  |        |                      |  |  | 60             |   |  |              | (362    | ) |       |  |        |   |  |  | (638    | )
|Dividends paid                                                                              |  |            | (2 005  | ) |                      |  |        |                      |  |  | (637           | ) |  |              | (6 036  | ) |       |  | 5 756   |   |  |  | (2 922  | )
|Cash flow from financing activities                                                         |  |            | 25 446  |   |                      |  | 52 519  |                      |  |  | 3 451          |   |  |              | 21 913  |   |       |  | (53 450 | ) |  |  | 49 879  |  
|Net increase/(decrease) in cash and cash equivalents                                        |  |            | (75     | ) |                      |  | 398     |                      |  |  | 306            |   |  |              | (119    | ) |       |  | 24      |   |  |  | 534     |  
|Cash and cash equivalents less bank overdrafts at beginning of year                         |  |            | 1       |   |                      |  |        |                      |  |  | 195            |   |  |              | 1 635   |   |       |  |        |   |  |  | 1 831   |  
|Effect of exchange rate fluctuations                                                        |  |            | 74      |   |                      |  |        |                      |  |  | (38            | ) |  |              | (206    | ) |       |  | (24     | ) |  |  | (194    | )
|Cash and cash equivalents less bank overdrafts at end of year                               |  |            |        |   |                      |  | 398     |                      |  |  | 463            |   |  |              | 1 310   |   |       |  |        |   |  |  | 2 171   |  



F-75



---

##### Table of Contents

35. EVENTS AFTER THE BALANCE SHEET DATE

On 24 January 2011, AB InBev announced that one of its subsidiaries, AB InBev Worldwide Inc, completed the pricing of 1.65 billion US dollar
aggregate principal amount of notes, consisting of 650 million US dollar aggregate principal amount of floating rate notes due 2014, 500 million US dollar aggregate principal amount of fixed rate notes due 2016 and 500 million US
dollar aggregate principal amount of fixed rate notes due 2021. The notes will bear interest at an annual rate of 55 basis points above three-month LIBOR for the floating rate notes, 2.875% for the 2016 notes, and 4.375% for the 2021 notes. The
notes will mature on 27 January 2014 in the case of the floating rate notes, 15 February 2016 in the case of the 2016 notes and 15 February 2021 in the case of the 2021 notes. The issuance closed on 27 January 2011.

On 5 April 2011, AB InBev repaid 1.70 billion US dollar of its outstanding obligations under the 5.0 billion US dollar term loan, by using cash
generated from operations and drawdowns from the multi-currency revolving credit facility. As of 5 April 2011, approximately 1.6 billion US dollars and 1.0 billion US dollars remain outstanding under the US dollar term loan and the multi-currency
revolving credit facility, respectively.

As a result of these transactions, exceptional finance costs in the first quarter 2011 will include
a charge of approximately 170m US dollar relating to remaining accretion expense and mark-to-market adjustments since a portion of the interest rates swaps, hedging borrowings under the 2010 senior facilities, are no longer effective. The cash
equivalent of the negative mark-to-market adjustment will be spread from 2011 to 2014.

On 11 February 2011, our subsidiary,
Anheuser-Busch InBev Worldwide Inc., launched an exchange offer for up to 8.0 billion US dollar of its outstanding unregistered notes, for freely tradable notes registered under the Securities Act of 1933 with otherwise substantially the same terms
and conditions. The unregistered notes were issued during the first half of 2009 before we became an SEC reporting company. The exchange offer closed on 14 March 2011.



F-76



---

##### Table of Contents

36. AB INBEV COMPANIES

Listed below are the most important AB InBev companies. A complete list of the companys investments is available at AB InBev NV,
Brouwerijplein 1, B-3000 Leuven, Belgium. The total number of companies consolidated (fully, proportional and equity method) is 353.

LIST
OF MOST IMPORTANT FULLY CONSOLIDATED COMPANIES



|                                                                                                                                                         |  |                                             |                       | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------- | --------------------- | 
|NAME AND REGISTERED OFFICE OF FULLY CONSOLIDATED COMPANIES                                                                                               |  | % OF ECONOMICINTEREST AS
AT31 DECEMBER 2010 |                      
|ARGENTINA                                                                                                                                                |  |                                             |                       | 
|CERVECERIA Y MALTERIA QUILMES SAICA y G - Charcas 5160 - Buenos Aires                                                                                    |  |                                             | 61.85                 | 
|                                                                                                                                                         | 
|BELGIUM                                                                                                                                                  |  |                                             |                       | 
|AB INBEV NV  Grote Markt 1 - 1000 - Brussel                                                                                                             |  |                                             | Consolidating Company | 
|BRASSERIE DE L'ABBAYE DE LEFFE S.A. - Place de l'Abbaye 1 - 5500 - Dinant                                                                                |  |                                             | 98.54                 | 
|BROUWERIJ VAN HOEGAARDEN N.V. - Stoopkensstraat 46 - 3320 - Hoegaarden                                                                                   |  |                                             | 100.00                | 
|COBREW N.V. - Brouwerijplein 1 - 3000 - Leuven                                                                                                           |  |                                             | 100.00                | 
|INBEV BELGIUM N.V. - Industrielaan 21 - 1070 - Brussel                                                                                                   |  |                                             | 100.00                | 
|                                                                                                                                                         | 
|BOLIVIA                                                                                                                                                  |  |                                             |                       | 
|CERVECERIA BOLIVIANA NACIONAL S.A. - Av. Montes 400 and Chuquisaca Street - La Paz                                                                       |  |                                             | 61.85                 | 
|                                                                                                                                                         | 
|BRAZIL                                                                                                                                                   |  |                                             |                       | 
|CIA DE BEBIDAS DAS AMERICAS - AMBEV BRASIL - Rua Dr. Renato Paes de Barros, 1017, 4° Andar (parte), cj. 44 e 42 - Itaim
Bibi, Sao Paulo                  |  |                                             | 61.86                 | 
|                                                                                                                                                         | 
|CANADA                                                                                                                                                   |  |                                             |                       | 
|LABATT BREWING COMPANY LIMITED - 207 Queen's Quay West, Suite 299 - M5J 1A7 - Toronto                                                                    |  |                                             | 61.86                 | 
|                                                                                                                                                         | 
|CHILE                                                                                                                                                    |  |                                             |                       | 
|CERVECERIA CHILE S.A. - Av. Presidente Eduado Frei Montalva 9600 - Quilicura                                                                             |  |                                             | 61.85                 | 
|                                                                                                                                                         | 
|CHINA                                                                                                                                                    |  |                                             |                       | 
|BUDWEISER WUHAN INTERNATIONAL BREWING COMPANY LIMITED - Qingduankou Shang Shou - Hanyang District - Wuhan City - Hubei
430051                            |  |                                             | 97.06                 | 
|HARBIN BREWING COMPANY LIMITED - 20 Youfang Street - Xiangfang District - Harbin, Heilongjiang Province                                                  |  |                                             | 100.00                | 
|INBEV (ZHOUSHAN) BREWERY CO LTD - No.1 Linggang Yi Road, Linggang industrial area, Dinghai District - Zhou Shan                                          |  |                                             | 100.00                | 
|INBEV BAISHA (HUNAN) BREWERY CO LTD - No. 304 Shao Shan Zhong Lu - Changsha                                                                              |  |                                             | 100.00                | 
|INBEV DOUBLE DEER GROUP CO LTD - 419 Wu Tian Street - Wenzhou                                                                                            |  |                                             | 55.00                 | 
|INBEV JINLONGQUAN (HUBEI) BREWERY CO LTD - 89 Chang Ning Street - Jingmen                                                                                |  |                                             | 60.00                 | 
|INBEV JINLONGQUAN (XIAOGAN) BREWERY CO LTD - No. 198 Chengzhan Street - Xiaogan                                                                          |  |                                             | 60.00                 | 
|INBEV KK (NINGBO) BREWERY CO LTD - Yiyiang Zhen, 315000 - Ningbo                                                                                         |  |                                             | 100.00                | 
|INBEV SEDRIN BREWERY Co, Ltd - 660 Gong Ye Road, Putian Hanjiang District - Fujiang                                                                      |  |                                             | 100.00                | 
|INBEV SHILIANG (ZHEJIANG) BREWERY CO LTD. - 159, Qi Xia Dong Road - Cheng Guan, Tiantai County                                                           |  |                                             | 100.00                | 
|INBEV ZHEDONG (ZHEHIANG) BREWERY CO. LTD - Yiyiang Zhen, 315000 - Ningbo                                                                                 |  |                                             | 100.00                | 
|NANJING INBEV JINLING BREWERY CO. LTD - Qi Li Qiao, Yiang Pu District - 211800                                                                           |  |                                             | 100.00                | 
|                                                                                                                                                         | 
|DOMINICAN REPUBLIC                                                                                                                                       |  |                                             |                       | 
|COMPAÑIA CERVECERA AMBEV DOMINICANA C. por A - Av. San Martin, 279 - Apartado Postal 723 - Santo Domingo                                                 |  |                                             | 61.86                 | 
|                                                                                                                                                         | 
|ECUADOR                                                                                                                                                  |  |                                             |                       | 
|COMPAÑIA CERVECERA AMBEV ECUADOR S.A. - Av. Amazonas E4-69 y Av. Patria - Quito                                                                          |  |                                             | 61.86                 | 
|                                                                                                                                                         | 
|FRANCE                                                                                                                                                   |  |                                             |                       | 
|AB - INBEV FRANCE S.A.S. 38 Allée Vauban 59110 La Madeleine                                                                                              |  |                                             | 100.00                | 
|                                                                                                                                                         | 
|GERMANY                                                                                                                                                  |  |                                             |                       | 
|BRAUEREI BECK GmbH & CO. KG - Am Deich 18/19 - 28199 - Bremen                                                                                            |  |                                             | 100.00                | 
|BRAUEREI DIEBELS GmbH & CO.KG - Brauerei-Diebels-Strasse 1 - 47661 - Issum                                                                               |  |                                             | 100.00                | 
|BRAUERGILDE HANNOVER AG - Hildesheimer Strasse 132 - 30173 - Hannover                                                                                    |  |                                             | 100.00                | 
|HAAKE-BECK BRAUEREI GmbH & Co. KG - Am Deich 18/19 - 28199 - Bremen                                                                                      |  |                                             | 99.94                 | 
|HASSERÖDER BRAUEREI GmbH - Auerhahnring 1 - 38855 - Wernigerode                                                                                          |  |                                             | 100.00                | 
|INBEV GERMANY HOLDING GmbH - Am Deich 18/19 - 28199 - Bremen                                                                                             |  |                                             | 100.00                | 
|SPATEN - FRANZISKANER - BRÄU GmbH - Marsstrasse 46 + 48 - 80335 - München                                                                                |  |                                             | 100.00                | 
|                                                                                                                                                         | 
|GRAND DUCHY OF LUXEMBURG                                                                                                                                 |  |                                             |                       | 
|BRASSERIE DE LUXEMBOURG MOUSEL - DIEKIRCH - 1, Rue de la Brasserie - L-9214 - Diekirch                                                                   |  |                                             | 95.54                 | 
|                                                                                                                                                         | 
|INDIA                                                                                                                                                    |  |                                             |                       | 
|CROWN BEERS INDIA LIMITED - #8-2-309/8/6 & 8, Road No. 14 - Banjara Hills, Hyderabad 500034 - Andhra
Pradesh                                             |  |                                             | 100.00                | 
|                                                                                                                                                         | 
|PARAGUAY                                                                                                                                                 |  |                                             |                       | 
|CERVECERIA PARAGUAYA S.A. - Ruta Villeta KM 30 - Ypané                                                                                                   |  |                                             | 61.85                 | 
|                                                                                                                                                         | 
|PERU                                                                                                                                                     |  |                                             |                       | 
|COMPANIA CERVECERA AMBEV PERU SAC - Av. Los Laureles Mz. A Lt. 4 del Centro Poblado Menor Santa Maria de s/n Huachipa -
Lurigancho, Chosica City Lima 15 |  |                                             | 61.86                 | 



F-77



---

##### Table of Contents

|                                                                                        |  |                                             |        | 
|--------------------------------------------------------------------------------------- |  | ------------------------------------------- | ------ | 
|NAME AND REGISTERED OFFICE OF FULLY CONSOLIDATED COMPANIES                              |  | % OF ECONOMICINTEREST AS AT31 DECEMBER 2009 |       
|RUSSIA                                                                                  |  |                                             |        | 
|OAO SUN INBEV - 28 Moscovskaya Street, Moscow region - 141600 - Klin                    |  |                                             | 99.57  | 
|                                                                                        | 
|THE NETHERLANDS                                                                         |  |                                             |        | 
|INBEV NEDERLAND N.V. - Ceresstraat 1 - 4811 CA - Breda                                  |  |                                             | 100.00 | 
|INTERBREW INTERNATIONAL B.V. - Ceresstraat 1 - 4811 CA - Breda                          |  |                                             | 100.00 | 
|                                                                                        | 
|UKRAINE                                                                                 |  |                                             |        | 
|PJSC SUN InBev Ukraine - 30V Fizkultury St - 03680 - Kyiv                               |  |                                             | 99.57  | 
|                                                                                        | 
|US                                                                                      |  |                                             |        | 
|ANHEUSER-BUSCH COMPANIES, INC. - One Busch Place - St. Louis, MO 63118                  |  |                                             | 100.00 | 
|ANHEUSER-BUSCH INTERNATIONAL, INC. - One Busch Place - St. Louis, MO 63118              |  |                                             | 100.00 | 
|ANHEUSER-BUSCH PACKAGING GROUP, INC. - 3636 S. Geyer Road - Sunset Hills, MO 63127      |  |                                             | 100.00 | 
|                                                                                        | 
|UNITED KINGDOM                                                                          |  |                                             |        | 
|BASS BEERS WORLDWIDE LIMITED - Porter Tun House, 500 Capability Green - LU1 3LS - Luton |  |                                             | 100.00 | 
|INBEV UK LTD - Porter Tun House, 500 Capability Green - LU1 3LS - Luton                 |  |                                             | 100.00 | 
|                                                                                        | 
|URUGUAY                                                                                 |  |                                             |        | 
|CERVECERIA Y MALTERIA PAYSSANDU S.A. - Rambla Baltasar Brum, 2933 - 11800 - Payssandu   |  |                                             | 61.85  | 

LIST OF MOST IMPORTANT ASSOCIATED
COMPANIES



|                                                                                                                                                             |  |                                             |       | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------- | ----- | 
|NAME AND REGISTERED OFFICE OF ASSOCIATES                                                                                                                     |  | % OF ECONOMICINTEREST AS
AT31 DECEMBER 2010 |      
|MEXICO                                                                                                                                                       |  |                                             |       | 
|GRUPO MODELO S.A.B. de C.V. - Torre Acuario - Javier Barros Sierra No 555 - Piso 6 - Colonia Zedec Santa Fe - Delagacion Alvaro
Obregon - 01210 México, D.F. |  |                                             | 50.20 | 



F-78