##### Table of Contents

 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

**FORM 20-F**

(Mark One) 

 

**OR**

 

**For the fiscal year ended 31 December 2011**

**OR**

 

**OR**

 

 

**(Exact name of Registrant as specified in its charter)**

 

**(Translation of Registrant’s name into English)**

 

**(Jurisdiction of incorporation or organization)**

 

**(Address of principal executive offices)**

 

**(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. 

 

 

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

 

**(Title of Class)**

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

 

**(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. 

1,606,071,799 ordinary shares 

Indicate bycheck mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.  x  Yes   ̈  No 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934.   ̈  Yes  x  No 

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x  Yes   ̈  No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule405 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 suchfiles).   ̈  Yes   ̈  No 

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

Large acceleratedfiler  x                 Acceleratedfiler   ̈                 Non-accelerated filer   ̈

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

 

If “Other” has been checked in response to the previous question, indicate by check mark whichfinancial 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 ExchangeAct).   ̈  Yes  x  No 

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the SecuritiesExchange 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
   2  C.  
REASONS FOR THE OFFER AND USE OF PROCEEDS
   2  D.  
RISK FACTORS
   3  
ITEM 4.
  
INFORMATION ON THE COMPANY
   21  A.  
HISTORY AND DEVELOPMENT OF THE COMPANY
   21  B.  
BUSINESS OVERVIEW
   25  1.    
STRENGTHS AND STRATEGY
   25  2.    
PRINCIPAL ACTIVITIES AND PRODUCTS
   30  3.    
MAIN MARKETS
   35  4.    
COMPETITION
   36  5.    
WEATHER AND SEASONALITY
   37  6.    
BREWING PROCESS; RAW MATERIALS AND PACKAGING; PRODUCTION FACILITIES; LOGISTICS
   37  7.    
DISTRIBUTION OF PRODUCTS
   41  8.    
LICENSING
   41  9.    
BRANDING AND MARKETING
   42  10.  
INTELLECTUAL PROPERTY; RESEARCH & DEVELOPMENT
   43  11.  
REGULATIONS AFFECTING OUR BUSINESS
   44  12.  
INSURANCE
   47  13.  
SOCIAL AND COMMUNITY MATTERS
   47  C.  
ORGANIZATIONAL STRUCTURE
   49  D.  
PROPERTY, PLANTS AND EQUIPMENT
   49  
ITEM 4A.
  
UNRESOLVED STAFF COMMENTS
   50  
ITEM 5.
  
OPERATING AND FINANCIAL REVIEW
   50  A.  
KEY FACTORS AFFECTING RESULTS OF OPERATIONS
   50  B.  
SIGNIFICANT ACCOUNTING POLICIES
   56  C.  
BUSINESS ZONES
   61  D.  
EQUITY INVESTMENTS
   62  E.  
RESULTS OF OPERATIONS
   62  F.  
IMPACT OF CHANGES IN FOREIGN EXCHANGE RATES
   86  G.  
LIQUIDITY AND CAPITAL RESOURCES
   86  H.  
CONTRACTUAL OBLIGATIONS AND CONTINGENCIES
   99  I.  
OFF-BALANCE SHEET ARRANGEMENTS
   100  J.  
OUTLOOK AND TREND INFORMATION
   100  
ITEM 6.
  
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
   102  A.  
DIRECTORS AND SENIOR MANAGEMENT
   102  B.  
COMPENSATION
   112  C.  
BOARD PRACTICES
   131  D.  
EMPLOYEES
   133  E.  
SHARE OWNERSHIP
   134  
ITEM 7.
  
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
   135  
 
i 

Table of ContentsA.  
MAJOR SHAREHOLDERS
   135  B.  
RELATED PARTY TRANSACTIONS
   138  
ITEM 8.
  
FINANCIAL INFORMATION
   142  A.  
CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION
   142  B.  
SIGNIFICANT CHANGES
   150  
ITEM 9.
  
THE OFFER AND LISTING
   150  A.  
THE OFFER AND LISTING
   150  B.  
PLAN OF DISTRIBUTION
   152  C.  
MARKETS
   152  D.  
SELLING SHAREHOLDERS
   153  E.  
DILUTION
   153  F.  
EXPENSES OF THE ISSUE
   153  
ITEM 10.
  
ADDITIONAL INFORMATION
   153  A.  
SHARE CAPITAL
   153  B.  
MEMORANDUM AND ARTICLES OF ASSOCIATION AND OTHER SHARE INFORMATION
   153  C.  
MATERIAL CONTRACTS
   159  D.  
EXCHANGE CONTROLS
   161  E.  
TAXATION
   161  F.  
DIVIDENDS AND PAYING AGENTS
   166  G.  
STATEMENT BY EXPERTS
   166  H.  
DOCUMENTS ON DISPLAY
   166  I.  
SUBSIDIARY INFORMATION
   167  
ITEM 11.
  
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   167  
ITEM 12.
  
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
   169  A.  
DEBT SECURITIES
   169  B.  
WARRANTS AND RIGHTS
   170  C.  
OTHER SECURITIES
   170  D.  
AMERICAN DEPOSITARY SHARES
   170  
ITEM 13.
  
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
   173  
ITEM 14.
  
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
   173  
ITEM 15.
  
CONTROLS AND PROCEDURES
   173  
ITEM 16A.
  
AUDIT COMMITTEE FINANCIAL EXPERT
   174  
ITEM 16B.
  
CODE OF ETHICS
   174  
ITEM 16C.
  
PRINCIPAL ACCOUNTANT FEES AND SERVICES
   174  
ITEM 16D.
  
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
   175  
ITEM 16E.
  
PURCHASES OF EQUITY SECURITIES BY THE ISSUER
   175  
ITEM 16F.
  
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
   176  
ITEM 16G.
  
CORPORATE GOVERNANCE
   176  
ITEM 16H.
  
MINE SAFETY DISCLOSURE
   177  
ITEM 17.
  
FINANCIAL STATEMENTS
   178  
ITEM 18.
  
FINANCIAL STATEMENTS
   178  
ITEM 19.
  
EXHIBITS
   178  
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 thegroup of companies owned and/or controlled by Anheuser-Busch InBev SA/NV (including Anheuser-Busch Companies, Inc., now Anheuser-Busch Companies, LLC, for all periods following the closing of the acquisition of Anheuser-Busch by InBev on18 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-Buschacquisition 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 byInBev SA/NV, as existing prior to the closing of the Anheuser-Busch acquisition; 

 
 • 
“Anheuser-Busch Companies” are to Anheuser-Busch Companies, LLC, a Delaware limited liability company (formerly Anheuser-Busch Companies,Inc., a Delaware corporation, converted to Anheuser-Busch Companies, LLC, pursuant to Section 266 of the Delaware General Corporation Law and Section 18-214 of the Delaware Limited Liability Company Act; such conversion became effective on1 October 2011); 

 
 • 
“Anheuser-Busch” are to Anheuser-Busch Companies and the group of companies owned and/or controlled by Anheuser-Busch Companies, LLC, asthe context requires; and 

 
 • 
“Ambev” are to Companhia de Bebidas das Américas—Ambev, a Brazilian company listed on the New York Stock Exchange and on theSão Paulo Stock Exchange. 

 
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**PRESENTATION OF FINANCIAL AND OTHER DATA**

We have prepared our audited consolidated financial statements as of 31 December 2011 and 2010, and for the three years ended31 December 2011, 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 Form20-F is based on our audited consolidated financial statements as of 31 December 2011 and 2010, and for the three years ended 31 December 2011. 

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 financialstatements 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 changeprovides 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 November2008, 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 differmaterially from the actual historical financial statements of InBev prior to the consummation of the Anheuser-Busch acquisition. 

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 repayindebtedness incurred to finance the Anheuser-Busch acquisition. Accordingly, the scope of our business after the completion of the series of asset disposals differs materially from the scope of our business presented in this Form 20-F for 2009.

All references in this Form 20-F to (i) “**euro**” or “**EUR**” are to the common currency ofthe European Union, (ii) “**U.S. dollar**,” “**$**,” or “**USD**” are to the currency of the United States, (iii) “**CAD**” are to the currency of Canada, (iv) “**R$**”,“**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 ourdistribution 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 weproportionately 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 TsingtaoBrewery 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 amountslisted are due to rounding. 

 
iv 

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**PRESENTATION OF MARKET INFORMATION**

Market information (including market share, market position and industry data for our operating activities and those of our subsidiariesor 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 basedupon 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 ourcompetitors’ 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 localbrewers’ 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 and SymphonyIRI (forthe United States), the Brewers Association of Canada (for Canada), CCR (for Ecuador, Paraguay and Peru), CIES (for Bolivia), AC Nielsen (for Argentina, Brazil, Germany, Russia and Ukraine), FECU (for Chile), Belgian Brewers (for Belgium), SeemaInternational Limited (for China), the British Beer and Pub Association (for the United Kingdom), Centraal Brouwerij Kantoor—CBK (for the Netherlands), Association des Brasseurs de France (for France), Associazione degli Industriali della Birrae del Malto (for Italy), Fédération des Brasseurs Luxembourgeois (for Luxembourg), and other local brewers’ associations. You should not rely on the market share and other market information presented herein as precise measures ofmarket share or of other actual conditions. 

 
v 

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**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. KeyInformation—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 andinvolve 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 developmentsexpressed 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 keymarkets, 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 cashflow 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 enforcementpolicies; 

 
 • 
changes in consumer spending; 

 
 • 
changes in applicable laws, regulations and taxes in jurisdictions in which we operate, including the laws and regulations governing our operations,changes to tax benefit programs as well as actions or decisions of courts and regulators; 

 
 • 
changes in pricing environments; 

 
 • 
volatility in the prices of raw materials, commodities and energy; 

 
 • 
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 ReserveSystem, 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, including the risk of constraints onfinancing in the event of a credit rating downgrade; 

 
 • 
financial risks, such as interest rate risk, foreign exchange rate risk, commodity risk, asset price risk, equity market risk, counterparty risk,sovereign risk, liquidity risk, inflation or deflation; 

 
 • 
regional or general changes in asset valuations; 

 
vi 

Table of Contents • 
greater than expected costs (including taxes) and expenses; 

 
 • 
the risk of unexpected consequences resulting from acquisitions; 

 
 • 
tax consequences of restructuring and our ability to optimize our tax rate; 

 
 • 
the outcome of pending and future litigation and governmental proceedings; 

 
 • 
changes in government policies; 

 
 • 
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. 

Our statements regarding financial risks, including interest rate risk, foreign exchange rate risk, commodity risk, asset price risk,equity market risk, counterparty risk, sovereign risk, inflation and deflation, are subject to uncertainty. For example, certain market and financial risk disclosures are dependent on choices about key model characteristics and assumptions and aresubject to various limitations. By their nature, certain of the market or financial 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. KeyInformation—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, weundertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 

 
vii

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**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**
Notapplicable. 

 
**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 2011, 2010, 2009, 2008 and 2007, and for the fiveyears ended 31 December 2011 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, andin 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 itsentirety 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 2011 and 2010 and for the three years ended31 December 2011 have been included in this Form 20-F. 

Effective 1 January 2009, we changed the presentationcurrency 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-linkedcurrencies. 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 thisForm 20-F has been stated in U.S. dollars. 

 
   **Year ended 31 December**    **2011**   **2010**   **2009**   **2008**   **2007**    *(USD million, unless otherwise indicated)* *Income Statement Data*  **(audited)** 
Revenue(1)
   39,046     36,297     36,758     23,507     19,735  
Profit from operations
   12,329     10,897     11,569     5,340     5,872  
Profit
   7,959     5,762     5,877     3,126     4,167  
Profit attributable to our equity holders
   5,855     4,026     4,613     1,927     3,005  
Weighted average number of ordinary shares (million shares)(2),(6)
   1,595     1,592     1,584     999     976  
Diluted weighted average number of ordinary shares(million shares)(3),(6) 
   1,614     1,611     1,593     1,000     981  
Basic earnings per share (USD)(4),(6)
   3.67     2.53     2.91     1.93     3.08  
Diluted earnings per share (USD)(5),(6)
   3.63     2.50     2.90     1.93     3.06  
Dividends per share (USD)
   1.55     1.07     0.55     0.35     3.67  
Dividends per share (EUR)
   1.20     0.80     0.38     0.28     2.44  
 
1 

Table of Contents   **As of 31 December**   **2011**   **2010**   **2009**   **2008**